EXHIBIT 4.1

==============================================================================




                                 CWHEQ, INC.,
                                   Depositor

                        [COUNTRYWIDE HOME LOANS, INC.],
                                    Seller

                            [COUNTRYWIDE LFT LLC],
                                    Seller

                    [COUNTRYWIDE HOME LOANS SERVICING LP],
                                Master Servicer

                            ---------------------,
                                    Trustee

                                      and


                            ---------------------,
                                  Co-Trustee


                 -------------------------------------------

                        POOLING AND SERVICING AGREEMENT

                         Dated as of __________, 200_


                   ASSET-BACKED CERTIFICATES, SERIES 200_-_

                 -------------------------------------------


<PAGE>


                               Table of Contents
                               -----------------
<TABLE>
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<S>             <C>                                                                                          <C>

                                                                                                               Page
                                                                                                               ----

                                                ARTICLE I.
                                               DEFINITIONS

Section 1.01      Defined Terms...................................................................................8
Section 1.02      Certain Interpretive Provisions................................................................51

                                               ARTICLE II.
                       CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01      Conveyance of Mortgage Loans...................................................................51
Section 2.02      Acceptance by Trustee of the Mortgage Loans....................................................55
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and the Sellers...............58
Section 2.04      Representations and Warranties of the Depositor................................................76
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases................77
Section 2.06      Authentication and Delivery of Certificates....................................................78
Section 2.07      Covenants of the Master Servicer...............................................................78

                                               ARTICLE III.
                              ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01      Master Servicer to Service Mortgage Loans......................................................78
Section 3.02      Subservicing; Enforcement of the Obligations of Master Servicer................................80
Section 3.03      Rights of the Depositor,  the Sellers, the  Certificateholders,  the NIM Insurer and the
                  Trustee in Respect of the Master Servicer......................................................81
Section 3.04      Trustee to Act as Master Servicer..............................................................81
Section 3.05      Collection  of  Mortgage  Loan  Payments;  Certificate  Account;  Distribution  Account;
                  Seller Shortfall Interest Requirement..........................................................82
Section 3.06      Collection of Taxes, Assessments and Similar Items; Escrow Accounts............................85
Section 3.07      Access to Certain Documentation and Information Regarding the Mortgage Loans...................85
Section 3.08      Permitted  Withdrawals from the Certificate  Account,  Distribution  Account,  Carryover
                  Reserve Fund and the Principal Reserve Fund....................................................86
Section 3.09      [Reserved].....................................................................................89
Section 3.10      Maintenance of Hazard Insurance................................................................89
Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................90
Section 3.12      Realization  Upon  Defaulted  Mortgage  Loans;  Determination  of  Excess  Proceeds  and
                  Realized Losses; Repurchase of Certain Mortgage Loans..........................................91
Section 3.13      Co-Trustee to Cooperate; Release of Mortgage Files.............................................94
Section 3.14      Documents,  Records  and  Funds in  Possession  of  Master  Servicer  to be Held for the
                  Trustee........................................................................................95


                                                        i
<PAGE>


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<S>             <C>                                                                                           <C>


Section 3.15      Servicing Compensation.........................................................................96
Section 3.16      Access to Certain Documentation................................................................96
Section 3.17      Annual Statement as to Compliance..............................................................97
Section 3.18      Annual Independent Public Accountants' Servicing Statement; Financial Statements...............97
Section 3.19      The Corridor Contracts.........................................................................97
Section 3.20      Prepayment Charges.............................................................................98

                                               ARTICLE IV.
                            DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01      Advances; Remittance Reports...................................................................99
Section 4.02      Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.........101
Section 4.03      [Reserved]....................................................................................101
Section 4.04      Distributions.................................................................................101
Section 4.05      Monthly Statements to Certificateholders......................................................113
Section 4.06      [Reserved]....................................................................................116
Section 4.07      [Reserved]....................................................................................116
Section 4.08      Carryover Reserve Fund........................................................................116
Section 4.09      Credit Comeback Excess Account................................................................118

                                                ARTICLE V.
                                             THE CERTIFICATES

Section 5.01      The Certificates..............................................................................118
Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...................120
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.............................................123
Section 5.04      Persons Deemed Owners.........................................................................124
Section 5.05      Access to List of Certificateholders' Names and Addresses.....................................124
Section 5.06      Book-Entry Certificates.......................................................................124
Section 5.07      Notices to Depository.........................................................................125
Section 5.08      Definitive Certificates.......................................................................125
Section 5.09      Maintenance of Office or Agency...............................................................126

                                               ARTICLE VI.
                            THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

Section 6.01      Respective Liabilities of the Depositor, the Master Servicer and the Sellers..................126
Section 6.02      Merger or Consolidation of the Depositor, the Master Servicer or the Sellers..................126
Section 6.03      Limitation on Liability of the  Depositor,  the Sellers,  the Master  Servicer,  the NIM
                  Insurer and Others............................................................................127
Section 6.04      Limitation on Resignation of Master Servicer..................................................128
Section 6.05      Errors and Omissions Insurance; Fidelity Bonds................................................128



                                                        ii
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<S>             <C>                                                                                           <C>

                                               ARTICLE VII.
                                 DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01      Events of Default.............................................................................128
Section 7.02      Trustee to Act; Appointment of Successor......................................................130
Section 7.03      Notification to Certificateholders............................................................132

                                              ARTICLE VIII.
                                CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

Section 8.01      Duties of Trustee.............................................................................132
Section 8.02      Certain Matters Affecting the Trustee.........................................................133
Section 8.03      Trustee Not Liable for Mortgage Loans.........................................................134
Section 8.04      Trustee May Own Certificates..................................................................135
Section 8.05      Master Servicer to Pay Trustee's Fees and Expenses............................................135
Section 8.06      Eligibility Requirements for Trustee..........................................................135
Section 8.07      Resignation and Removal of Trustee............................................................136
Section 8.08      Successor Trustee.............................................................................137
Section 8.09      Merger or Consolidation of Trustee............................................................137
Section 8.10      Appointment of Co-Trustee or Separate Trustee.................................................137
Section 8.11      Tax Matters...................................................................................138
Section 8.12      Co-Trustee....................................................................................141
Section 8.13      Access to Records of the Trustee..............................................................144
Section 8.14      Suits for Enforcement.........................................................................144

                                               ARTICLE IX.
                                               TERMINATION

Section 9.01      Termination upon Liquidation or Repurchase of all Mortgage Loans..............................144
Section 9.02      Final Distribution on the Certificates........................................................145
Section 9.03      Additional Termination Requirements...........................................................147

                                                ARTICLE X.
                                         MISCELLANEOUS PROVISIONS

Section 10.01     Amendment.....................................................................................148
Section 10.02     Recordation of Agreement; Counterparts........................................................149
Section 10.03     Governing Law.................................................................................149
Section 10.04     Intention of Parties..........................................................................150
Section 10.05     Notices.......................................................................................150
Section 10.06     Severability of Provisions....................................................................151
Section 10.07     Assignment....................................................................................152
Section 10.08     Limitation on Rights of Certificateholders....................................................152
Section 10.09     Inspection and Audit Rights...................................................................152
Section 10.10     Certificates Nonassessable and Fully Paid.....................................................153
Section 10.11     Rights of NIM Insurer.........................................................................153

</TABLE>


                                                        iii


<PAGE>


Exhibits
EXHIBIT A                           Forms of Certificates
     EXHIBIT A-1                    Form of Class AF-[1A] Certificate
     EXHIBIT A-2                    Form of Class AF-[1B] Certificate
     EXHIBIT A-3                    Form of Class AF-_ Certificate
     EXHIBIT A-4                    Form of Class AF-_ Certificate
     EXHIBIT A-5                    Form of Class AF-_ Certificate
     EXHIBIT A-6                    Form of Class AF-_ Certificate
     EXHIBIT A-7                    Form of Class AF-_ Certificate
     EXHIBIT A-8                    Form of Class MF-[1] Certificate
     EXHIBIT A-9                    Form of Class MF-[2] Certificate
     EXHIBIT A-10                   Form of Class MF-[3] Certificate
     EXHIBIT A-11                   Form of Class BF Certificate
     EXHIBIT A-12                   Form of Class 1-AV-[1] Certificate
     EXHIBIT A-13                   Form of Class 1-AV-[2] Certificate
     EXHIBIT A-14                   Form of Class 2-AV-[1] Certificate
     EXHIBIT A-15                   Form of Class MV-[1] Certificate
     EXHIBIT A-16                   Form of Class MV-[2] Certificate
     EXHIBIT A-17                   Form of Class MV-[3] Certificate
     EXHIBIT A-18                   Form of Class BV Certificate
EXHIBIT B                           Forms of Class P Certificates
     EXHIBIT B-1                    Form of Exhibit [PF] Certificate
     EXHIBIT B-2                    Form of Exhibit [PV] Certificate
EXHIBIT C                           Forms of Class C Certificates
     EXHIBIT C-1                    Form of Exhibit [CF] Certificate
     EXHIBIT C-2                    Form of Exhibit [CV] Certificate
EXHIBIT D                           Form of Class A-R Certificate
EXHIBIT E                           Form of Tax Matters Person Certificate
                                        (Class A-R)
EXHIBIT F                           Mortgage Loan Schedule
     EXHIBIT F-1                    List of Mortgage Loans
     EXHIBIT F-2                    Mortgage Loans for which All or a
                                        Portion of a Related Mortgage File is
                                        not Delivered to the Trustee on or
                                        prior to the Closing Date
EXHIBIT G                           Forms of Certification of Trustee
     EXHIBIT G-1                    Form of Initial Certification of Trustee
     EXHIBIT G-2                    Form of Interim Certification of Trustee
     EXHIBIT G-3                    Form of Delay Delivery Certification
EXHIBIT H                           Form of Final Certification of Trustee
EXHIBIT I                           Transfer Affidavit for Class A-R
                                        Certificates
EXHIBIT J-1                         Form of Transferor Certificate for Class
                                        A-R Certificates
EXHIBIT J-2                         Form of Transferor Certificate for Private
                                        Certificates
EXHIBIT K                           Form of Investment Letter (Non-Rule 144A)
EXHIBIT L                           Form of Rule 144A Letter
EXHIBIT M                           Form of Request for Document Release
EXHIBIT N                           Form of Request for File Release
EXHIBIT O                           Copy of Depository Agreement



                                      iv
<PAGE>



EXHIBIT P                           [Reserved]
EXHIBIT Q                           Form of Corridor Contracts
     EXHIBIT Q-1                    Form of Class AF-[1B] and Fixed Rate
                                        Subordinate Corridor Contract
     EXHIBIT Q-2                    Form of Class 1-AV-[1] Corridor Contract
     EXHIBIT Q-3                    Form of Class 1-AV-[2] Corridor Contract
     EXHIBIT Q-4                    Form of Class 2-AV-[1] Corridor Contract
     EXHIBIT Q-5                    Form of Adjustable Rate Subordinate
                                        Corridor Contract
EXHIBIT R                           [Reserved]
EXHIBIT S                           Form of Corridor Contract Assignment
                                        Agreement
EXHIBIT T                           Officer's Certificate with respect to
                                        Prepayments
SCHEDULE I                          Prepayment Charge Schedule and Prepayment
                                        Charge Summary
SCHEDULE II                         Collateral Schedule


                                      v
<PAGE>



          POOLING AND SERVICING AGREEMENT, dated as of __________, 200_, by
and among CWHEQ, INC., a Delaware corporation, as depositor (the "Depositor"),
[COUNTRYWIDE HOME LOANS, INC.], a New York corporation, as seller ("CHL" or a
"Seller"), [COUNTRYWIDE LFT LLC] (the "Liquidity Trust" or a "Seller", and
together with CHL, the "Sellers"), [COUNTRYWIDE HOME LOANS SERVICING LP], a
Texas limited partnership, as master servicer (the "Master Servicer"),
____________________, a ____________________, as trustee (the "Trustee"), and
____________________, a California ____________________, as co-trustee (the
"Co-Trustee").

                             PRELIMINARY STATEMENT

          The Depositor is the owner of the Trust Fund that is hereby conveyed
to the Trustee in return for the Certificates. The Trust Fund (excluding each
Corridor Contract, the Carryover Reserve Fund and the Credit Comeback Excess
Account) for federal income tax purposes will consist of three REMICs ("REMIC
1", "REMIC 2", and the "Master REMIC"). REMIC 1 will consist of all of the
assets constituting the Trust Fund (other than the Corridor Contracts, the
Carryover Reserve Fund and the Credit Comeback Excess Account) and will be
evidenced by the ___ uncertificated interests set forth below in the table
titled "REMIC 1" that will be designated as REMIC regular interests (the
"REMIC 1 Regular Interests"). In addition, REMIC 1 will issue the R-1 interest
and will designate that interest as the sole residual interest.

          REMIC 2 will consist of the REMIC 1 Regular Interests and will be
evidenced by the uncertificated interests ___ uncertificated interests set
forth below in the table titled "REMIC 2" that will be designated as REMIC
regular interests that will be designated as REMIC regular interests (the
"REMIC 2 Regular Interests"). In addition, REMIC 2 will issue the R-2 interest
and willl designate that interest as the sole residual interest.

          The Master REMIC will hold as assets the REMIC 2 Regular Interests
and will be evidenced by the Certificates, each of which (other than the Class
A-R Certificate) will represent ownership of one or more "REMIC regular
interests" in the Master REMIC. In addition, the Master REMIC will issue the
R-3 interest and will designate that interest as the sole residual interest.
The Class A-R Certificate will represent ownership of the R-1, R-2 and R-3
Interests. The latest possible maturity date of all REMIC regular interests
created herein will be the Latest Possible Maturity Date.



<PAGE>


REMIC 1:

          The REMIC 1 Interests, each of which (except for the Class R-1
Interests) is hereby designated a REMIC regular interest for federal income
tax purposes, will have the principal balances, pass-through rates and
Corresponding Loan Subgroups as set forth in the following table:


                                        Initial   Pass-Through   Corresponding
REMIC 1 Interests                       Balance       Rate         Loan Group
-------------------------------------   -------   ------------   -------------

A-1 (0.9% of SCB Group 1)............      (1)        (2)            [F1]
B-1  (0.1% of SCB Group 1)...........      (1)        (2)            [F1]
C-1  (Excess of Group 1).............      (1)        (2)            [F1]
A-2 (0.9% of SCB Group 2)............      (1)        (2)            [F2]
B-2  (0.1% of SCB Group 2)...........      (1)        (2)            [F2]
C-2  (Excess of Group 2).............      (1)        (2)            [F2]
A-3 (0.9% of SCB Group 3)............      (1)        (2)            [A1]
B-3  (0.1% of SCB Group 3)...........      (1)        (2)            [A1]
C-3 (Excess of Group 3)..............      (1)        (2)            [A1]
A-4 (0.9% of SCB Group 4)............      (1)        (2)            [A2]
B-4  (0.1% of SCB Group 4)...........      (1)        (2)            [A2]
C-4  (Excess of Group 4).............      (1)        (2)            [A2]
1-$[100].............................     $100        (3)            N/A
1-[PF]...............................     $100        (3)            N/A
1-[PV]                                    $100        (3)            N/A
R-1..................................      (4)        (4)            N/A
---------------
(1)      Each Class A Interest will have a principal balance initially equal
         to 0.9% of the Subordinate Component Balance ("SCB") of its
         Corresponding Loan Subgroup. Each Class B Interest will have a
         principal balance initially equal to 0.1% of the Subordinate
         Component Balance of its Corresponding Loan Group. The initial
         principal balance of each Class C Interest will equal the excess of
         its corresponding Loan Group over the initial aggregate principal
         balances of the Class A and Class B Interests corresponding to such
         Loan Subroup.

(2)      A Rate equal to the weighted average of the Adjusted Net Mortgage
         Rates of the Mortgage Loans of the Corresponding Loan Subgroup.

(3)      The Class 1-$[100] Interest, Class 1-[PF] Interest and Class 1-[PV]
         Interest do not pay any interest. All Prepayment Charges collected in
         respect of Loan Subgroups [F1] and [F2] will be allocated to the
         Class 1-[PF] Interest, and all Prepayment Charges collected in
         respect of Loan Subgroups [A1] and [A2] will be allocated to the
         Class 1-[PV] Interest.

(4)      The Class R-1 Interest is the sole class of residual interest in
         REMIC 1. It has no principal balance and pays no principal or
         interest.



                                      2
<PAGE>


On any Distribution Date:

         (1) If no Cross-Over Situation exists with respect to any Class of
Interests, then Principal Reductions arising with respect to each Loan
Subgroup will be allocated first to cause the Loan Subgroup's corresponding
Class A and Class B Interests to equal, respectively, 0.9% of the Subordinate
Component Balance ("SCB"), 0.1% of the SCB as of such Distribution Date, and
second to the Loan Subgroup's corresponding Class C Interest;

         (2) If a Cross-Over Situation exists with respect to the Class A1,
Class B1, Class A2, Class B2 Interests then:

         (a) if the Calculation Rate in respect of the outstanding Class A1,
Class B1, Class A2 and Class B2 Interests is less than the Class AF-[1B] Net
Rate Cap, Principal Relocation Payments will be made proportionately to the
outstanding Class A-1 and Class A-2 Interests prior to any other Principal
Distributions from each such Loan Subgroup; and

         (b) if the Calculation Rate in respect of the outstanding Class A1,
Class B1, Class A2 and Class B2 Interests is greater than the Class AF-[1B]
Net Rate Cap, Principal Relocation Payments will be made proportionately to
the outstanding Class B-1 and Class B-2 Interests prior to any other Principal
Distributions from each such Loan Subgroup.

         In each case, Principal Relocation Payments will be made so as to
cause the Calculation Rate in respect of the outstanding Class A1, Class B1,
Class A2 and Class B2 Interests to equal the Class AF-[1B] Net Rate Cap. With
respect to each Loan Subgroup, if (and to the extent that) the sum of (a) the
principal payments comprising the Principal Remittance Amount received during
the Due Period and (b) the Realized Losses, are insufficient to make the
necessary reductions of principal on the Class A1, Class B1, Class A2 and
Class B2 Interests, then interest will be added to the Loan Subgroup's other
Interests that are not receiving Principal Relocation Payments, in proportion
to their principal balances.

         (c) The outstanding aggregate Class A1, Class B1, Class A2 and Class
B2 Interests for Loan Subgroups [F1] and [F2] will not be reduced below 1
percent of the excess of (i) the aggregate outstanding Principal Balances of
such Loan Subgroups as of the end of any Due Period over (ii) the Class
AF-[1A] Certificates as of the related Distribution Date (after taking into
account distributions of principal on such Distribution Date).

         If (and to the extent that) the limitation in paragraph (c) prevents
the distribution of principal to any of the Class A1, Class B1, Class A2 and
Class B2 Interests, and if the Loan Subgroup's Class C Interest has already
been reduced to zero, then the excess principal from that Loan Subgroup will
be paid to the Class C Interests of the other Loan Subgroup if the aggregate
Class A and Class B Interests such Loan Subgroup are less than one percent of
the Subordinate Component Balance. Such payment will be made in proportion to
the principal balances of such Class C Interests. If the Loan Subgroup of the
Class C Interest that receives such payment has a weighted average Adjusted
Net Mortgage Rate below the weighted average Adjusted Net Mortgage Rate of the
Loan Subgroup making the payment, then the payment will be treated by REMIC 1
as a Realized Loss. Conversely, if the Loan Subgroup of the Class C Interest
that receives such payment has a weighted average Adjusted Net Mortgage Rate
above the weighted



                                      3
<PAGE>


average Adjusted Net Mortgage Rate of the Loan Subgroup making the payment,
then the payment will be treated by REMIC 1 as a reimbursement for prior
Realized Losses;

         (3) If a Cross-Over Situation exists with respect to the Class A3,
Class B3, Class A4 and Class B4 Interests then:

          (a) if the Calculation Rate in respect of the outstanding Class A3,
Class B3, Class A4 and Class B4 Interests is less than the Adjustable Rate
Subordinate Net Rate Cap, Principal Relocation Payments will be made
proportionately to the outstanding Class A3 and Class A-4 Interests prior to
any other Principal Distributions from each such Loan Subgroup; and

         (b) if the Calculation Rate in respect of the outstanding Class A3,
Class B3, Class A4 and Class B4 Interests is greater than the Adjustable Rate
Subordinate Net Rate Cap, Principal Relocation Payments will be made
proportionately to the outstanding Class B-3 and Class B-4 Interests prior to
any other Principal Distributions from each such Loan Subgroup.

         In each case, Principal Relocation Payments will be made so as to
cause the Calculation Rate in respect of the outstanding Class A3, Class B3,
Class A4 and Class B4 Interests to equal the Adjustable Rate Subordinate Net
Rate Cap. With respect to each Loan Subgroup, if (and to the extent that) the
sum of (a) the principal payments comprising the Principal Remittance Amount
received during the Due Period and (b) the Realized Losses, are insufficient
to make the necessary reductions of principal on the Class A3, Class B3, Class
A4 and Class B4 Interests, then interest will be added to the Loan Subgroup's
other Interests that are not receiving Principal Relocation Payments, in
proportion to their principal balances.

         (c) The outstanding aggregate Class A3, Class B3, Class A4 and Class
B4 Interests for Loan Subgroups [A1] and [A2] will not be reduced below 1
percent of the excess of (i) the aggregate outstanding Principal Balances of
such Loan Subroups as of the end of any Due Period over (ii) the aggregate
outstanding Certificate Balances of the corresponding Classes of Senior
Certificates as of the related Distribution Date (after taking into account
distributions of principal on such Distribution Date).

         If (and to the extent that) the limitation in paragraph (c) prevents
the distribution of principal to any of the Class A3, Class B3, Class A4 and
Class B4 Interests, and if the Loan Subgroup's Class C Interest has already
been reduced to zero, then the excess principal from that Loan Subgroup will
be paid to the Class C Interests of the other Loan Subgroup if the aggregate
Class A and Class B Interests such Loan Subgroup are less than one percent of
the Subordinate Component Balance. Such payment will be made in proportion to
the principal balances of such Class C Interests. If the Loan Subgroup of the
Class C Interest that receives such payment has a weighted average Adjusted
Net Mortgage Rate below the weighted average Adjusted Net Mortgage Rate of the
Loan Subgroup making the payment, then the payment will be treated by REMIC 1
as a Realized Loss. Conversely, if the Loan Subgroup of the Class C Interest
that receives such payment has a weighted average Adjusted Net Mortgage Rate
above the weighted average Adjusted Net Mortgage Rate of the Loan Subgroup
making the payment, then the payment will be treated by REMIC 1 as a
reimbursement for prior Realized Losses;



                                      4
<PAGE>


REMIC 2:

         The following table specifies the class designation, interest rate,
and principal amount for each class of REMIC 2 Interest:

<TABLE>
<CAPTION>

                           Uncertificated     Uncertificated            Allocation of
                             Principal          Lower REMIC                Principal           Allocation of Interest
REMIC 2 Interests             Balance        Pass-Through Rate               (11)                     (9),(11)
-----------------          --------------    -----------------        ------------------   ----------------------------
<S>                          <C>                  <C>                <C>                  <C>
2-AF-[1A].............         (1)                  (2)               AF-[1A]..........    AF-[1A], [CF]...............
2-AF-[1B].............         (1)                  (3)               AF-[1B]..........    AF-[1B],[CF] ...............
2-AF-_................         (1)                  (3)               AF-_.............    AF-_,[CF] ..................
2-AF-_................         (1)                  (3)               AF-_.............    AF-_,[CF]...................
2-AF-_................         (1)                  (3)               AF-_.............    AF-_, [CF]..................
2-AF-_................         (1)                  (3)               AF-_.............    AF-_, [CF]..................
2-AF-_................         (1)                  (3)               AF-_.............    AF-_, [CF]..................
2-MF-[1]..............         (1)                  (3)               MF-[1]...........    MF-[1], [CF]................
2-MF-[2]..............         (1)                  (3)               MF-[2]...........    MF-[2], [CF]................
2-MF-[3]..............         (1)                  (3)               MF-[3]...........    MF-[3], [CF]................
2-BF..................         (1)                  (3)               BF...............    BF, [CF]....................
2-[PF]                        $100                  (8)               [PF]                 N/A
2-[CF]                        (11)                  (3)               [CF]                 [CF]
2-1-AV-[1]............         (1)                  (4)               1-AV-[1].........    1-AV-[1], [CV]..............
2-1-AV-[2]............         (1)                  (4)               1-AV-[2].........    1-AV-[2], [CV]..............
2-2-AV-[1]............         (1)                  (5)               2-AV-[1].........    2-AV-[1], [CV]..............
2-MF-[1]..............         (1)                  (7)               MF-[1]...........    MF-[1], [CV]................
2-MF-[2]..............         (1)                  (7)               MF-[2]...........    MF-[2], [CV]................
2-MF-[3]..............         (1)                  (7)               MF-[3]...........    MF-[3], [CV]................
2-BF..................         (1)                  (7)               BF...............    BF, [CV]....................
2-$100................        $100                  (8)               $100.............    A-R.........................
2-[PV]................        $100                  (8)               P-2..............    N/A.........................
2-[CV]                        (11)                  (7)               [CV]                 [CV]
R-2...................        (10)                 (10)               N/A                  N/A

</TABLE>

---------------
(1)      Each such Class will have a principal balance that is initially equal
         to that the Class designated in the column titled "Allocation of
         Principal". Principal payments, both scheduled and prepaid, Realized
         Losses, Subsequent Recoveries and interest accruing on each such
         Class will be allocated to each such Class in such a manner that the
         Class will have a principal balance equal to that of the Class
         designated in the column titled "Allocation of Principal" for such
         Distribution Date.
(2)      The Class AF-[1A] Net Rate Cap.
(3)      The Class AF-[1B] Net Rate Cap.
(4)      The Class 1-AV-[1] Net Rate Cap.
(5)      The Class 2-AV-[1] Net Rate Cap.
(6)      The Adjustable Rate Subordinate Net Rate Cap.
(7)      The 2-$100 Interest, 2-[PF] Interest and 2-P-2 Interest do not pay
         any interest. All Prepayment Charges collected in respect of Loan
         Subgroups [F1] and [F2] will be allocated to the Class 2-[PF]
         Interest, and all Prepayment Charges collected in respect of Loan
         Subgroups [A1] and [A2] will be allocated to the Class 2-[PV]
         Interest.



                                      5
<PAGE>


(8)      The Class [CF] and [CV] Certificates will accrue all interest in
         excess of the Pass Through Rate for the Class of Certificates
         designated for the REMIC 2 Interest in the column titled "Allocation
         of Principal".

(9)      The Class R-2 Interest is the sole class of residual interest in
         REMIC 2. It has no principal balance and pays no principal or
         interest.

(10)     Initially and for any Distribution Date, the principal balances of
         the Class 2-[CF] and Class 2-[CV] Interests will equal: (i) the
         excess of the sum of the principal balances of the Loan Subgroup [F1]
         and Loan Subgroup [F2] Mortgage Loans over the sum of the principal
         balances of the Class AF, Class MF and Class BF Certificates in the
         case of the Class [CF] Interests and (ii) the excess of the sum of
         the principal balances of the Loan Subgroup [A1] and Loan Subgroup
         [A2] over the sum of the principal balances of the Class 1-AV and
         2-AV-[1] and Adjustable Rate Subordinate Certificates in the case of
         the Class [CV] Interests. For any Distribution Date, the sum of any
         monies allocated to the Class [CF] and Class [CV] Interests under the
         columns titled "Allocation of Principal" and "Allocation of Interest"
         will constitute the "Class [CF] Distributable Amount" and the "Class
         [CV] Distributable Amount", respectively.



                                      6
<PAGE>


          The following table specifies the class designation, interest rate,
and principal amount for each class of Master REMIC Interest:

                                        Original Certificate    Pass-Through
Class                                     Principal Balance         Rate
-----------------------------------     --------------------    ------------
Class AF-[1A]......................          $__________             (1)
Class AF-[1B]......................                                  (1)
Class AF-_.........................                                  (1)
Class AF-_.........................                                  (1)
Class AF-_.........................                                  (1)
Class AF-_.........................                                  (1)
Class AF-_.........................                                  (1)
Class MF-[1].......................                                  (1)
Class MF-[2].......................                                  (1)
Class MF-[3].......................                                  (1)
Class BF...........................                                  (1)
Class 1-AV-[1].....................                                  (1)
Class 1-AV-[2].....................                                  (1)
Class 2-AV-[1].....................                                  (1)
Class MV-[1].......................                                  (1)
Class MV-[2].......................                                  (1)
Class MV-[3].......................                                  (1)
Class BV...........................                                  (1)
Class [CF].........................                (2)               (3)
Class [CV].........................                (2)               (3)
Class [PF].........................             $[100]               (4)
Class [PV].........................             $[100]               (4)
Class A-R..........................             $[100]               (5)

(1)      The Certificates will accrue interest at the related Pass-Through
         Rates identified in this Agreement. Any entitlement of any class of
         Certificates to Net Rate Carryover will be treated as paid by the
         Master REMIC to the Class [CF] Certificates, in the case of the Class
         AF Certificates, the Class MF Certificates and the Class BF
         Certificates, and to the Class [CV] Certificates, in the case of the
         Class AV Certificates, the Class MV Certificates and the Class BV
         Certificates, and then paid to such Class of Certificates pursuant to
         a limited recourse cap contract as described in Section 8.11 herein.
(2)      The Class [CF] and Class [CV] Certificates will have Certificate
         Principal Balances equal to the Fixed Rate Overcollateralized Amount
         and Adjustable Rate Overcollateralized Amount, respectively.
(3)      For each Interest Accrual Period the Class [CF] and Class [CV]
         Certificates are entitled to a specified portion of the interest on
         the REMIC C2 Interests as provided in the column titled "Allocation
         of Interest" in the chart titled "REMIC 2 Interests".
(4)      For each Distribution Date the Class [PF] and Class [PV] Certificates
         are entitled to all Prepayment Charges distributed with respect to
         the Class 2-[PF]1 and Class 2-[PV] Interests.
(5)      The Class A-R Certificates represent the sole class of residual
         interest in each REMIC created hereunder. The Class A-R Certificates
         are not entitled to distributions of interest.

          The foregoing REMIC structure is intended to cause all of the cash
from the Mortgage Loans to flow through to the Master REMIC as cash flow on a
REMIC regular interest, without creating any shortfall--actual or potential
(other than for credit losses) to any REMIC regular interest. To the extent
that the structure is believed to diverge from such



                                      7
<PAGE>


intention the Trustee will resolve ambiguities to accomplish such result and
will to the extent necessary rectify any drafting errors or seek clarification
to the structure without Certificateholder approval (but with guidance of
counsel selected by it with due care and which has substantial experience with
similar REMIC structures) to accomplish such intention.

                                  ARTICLE I.
                                 DEFINITIONS

          Section 1.01 Defined Terms.

          Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

          Accrual Period: With respect to any Distribution Date and each Class
of Adjustable Rate Certificates, the period commencing on the immediately
preceding Distribution Date (or, in the case of the first Distribution Date,
the Closing Date) and ending on the day immediately preceding such
Distribution Date. With respect to any Distribution Date and each Class of
Fixed Rate Certificates and the Class C Certificates, the calendar month
preceding the month in which such Distribution Date occurs. All calculations
of interest on the Adjustable Rate Certificates will be made on the basis of
the actual number of days elapsed in the related Accrual Period and on a 360
day year. All calculations of interest on the Fixed Rate Certificates and
Class C Certificates will be made on the basis of a 360-day year consisting of
twelve 30-day months.

          Adjustable Rate Certificates: The Class AF-[1A], Class AF-[1B],
Class AV Certificates and the Adjustable Rate Subordinate Certificates.

          Adjustable Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable
Rate Cumulative Loss Trigger Event occurs if (x) the aggregate amount of
Realized Losses on the Adjustable Rate Mortgage Loans from (and including) the
Cut-off Date for each Adjustable Rate Mortgage Loan to (and including) the
last day of the related Due Period reduced by the aggregate amount of any
Subsequent Recoveries related to the Adjustable Rate Mortgage Loans received
through the last day of that Due Period exceeds (y) the applicable percentage,
for such Distribution Date, of the aggregate Cut-off Date Principal Balance of
the Adjustable Rate Mortgage Loans, as set forth below:

          Distribution Date      Percentage

          ________ 200_ --       ____% with respect to ________ 200_, plus an
          ________ 200_          additional 1/12th of ____% for each month
                                 thereafter
          ________ 200_ --       ____% with respect to ________ 200_, plus an
          ________ 200_          additional 1/12th of ____% for each month
                                 thereafter
          ________ 200_ --       ____% with respect to ________ 200_, plus an
          ________ 200_          additional 1/12th of ____% for each month
                                 thereafter
          ________ 200_          ____%
          and thereafter



                                      8
<PAGE>


          Adjustable Rate Delinquency Trigger Event: With respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable
Rate Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency
Rate for Outstanding Adjustable Rate Mortgage Loans, equals or exceeds the
product of _____% and the Adjustable Rate Senior Enhancement Percentage for
such Distribution Date.

          Adjustable Rate Loan Group: Loan Subgroup [A1] and Loan Subgroup
[A2] collectively.

          Adjustable Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the distribution
of interest to Certificateholders for such Distribution Date pursuant to
Section 4.04(b)(iii)(f), and (ii) the amount remaining after the distribution
of principal to Certificateholders for such Distribution Date pursuant to
Section 4.04[(e)(1)(B)(vi)] or 4.04[(e)(2)(G)].

          Adjustable Rate Mortgage Loans: The Subgroup [A1] Mortgage Loans and
the Subgroup [A2] Mortgage Loans.

          Adjustable Rate OC Floor: For any Distribution Date, an amount equal
to [ ]% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans
in the Adjustable Rate Loan Group.

          Adjustable Rate Overcollateralization Deficiency Amount: With
respect to any Distribution Date, the amount, if any, by which the Adjustable
Rate Overcollateralization Target Amount exceeds the Adjustable Rate
Overcollateralized Amount on such Distribution Date (after giving effect to
distributions in respect of the Principal Remittance Amounts for Loan Subgroup
[A1] and Loan Subgroup [A2] on such Distribution Date).

          Adjustable Rate Overcollateralization Target Amount: With respect to
(a) each Distribution Date prior to the Adjustable Rate Stepdown Date, an
amount equal to ____% of the aggregate Cut-off Date Principal Balance of the
Adjustable Rate Mortgage Loans and (b) for any Distribution Date on or after
the Adjustable Rate Stepdown Date, ____% of the aggregate Stated Principal
Balance of the Adjustable Rate Mortgage Loans for the current Distribution
Date, subject to a minimum amount equal to the Adjustable Rate OC Floor;
provided that if a Adjustable Rate Trigger Event is in effect on any
Distribution Date, the Adjustable Rate Overcollateralization Target Amount
will be the Adjustable Rate Overcollateralization Target Amount as in effect
for the prior Distribution Date.

          Adjustable Rate Overcollateralized Amount: With respect to any
Distribution Date the amount, if any, by which (x) the aggregate Stated
Principal Balance of the Adjustable Rate Mortgage Loans for such Distribution
Date exceeds (y) the sum of the aggregate Certificate Principal Balance of the
Class AV Certificates and the Adjustable Rate Subordinate Certificates as of
such Distribution Date (after giving effect to distributions of the Principal
Remittance Amounts for Loan Subgroup [A1] and Loan Subgroup [A2] to be made on
such Distribution Date).



                                      9
<PAGE>


          Adjustable Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Adjustable Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the numerator of which is the excess of (a)
the aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans
for the preceding Distribution Date over (b) (i) before the Certificate
Principal Balances of the Class AV Certificates have been reduced to zero, the
sum of the Certificate Principal Balances of the Class AV Certificates, or
(ii) after such time, the Certificate Principal Balance of the most senior
Class of Adjustable Rate Subordinate Certificates outstanding, as of the
preceding Master Servicer Advance Date, and (2) the denominator of which is
the aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans
for the preceding Distribution Date.

          Adjustable Rate Stepdown Date: The earlier to occur of (i) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AV Certificates is reduced to zero, and (ii) the later to occur of (x)
the Distribution Date in ___________ 200_ and (y) the first Distribution Date
on which the aggregate Certificate Principal Balance of the Class AV
Certificates (after calculating anticipated distributions on such Distribution
Date) is less than or equal to _____% of the aggregate Stated Principal
Balance of the Adjustable Rate Mortgage Loans for such Distribution Date.

          Adjustable Rate Subordinate Certificates: The Class MV-[1], Class
MV-[2], Class MV-[3] and Class BV Certificates.

          Adjustable Rate Subordinate Net Rate Cap: For any Distribution Date
for any Class of Adjustable Rate Subordinate Certificates, the weighted
average of the Net Rate Caps of the Class 1-AV-[1], Class 1-AV-[2] and Class
2-AV-[1] Certificates for such Distribution Date, in each case, weighted on
the basis of the excess of the principal balance of the related Mortgage Loans
over the Certificate Principal Balance of the applicable class or classes of
Adjustable Rate Senior Certificates, adjusted to an effective rate reflecting
the calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year

          Adjustable Rate Subordinate Corridor Contract: The transaction
evidenced by the related Confirmation (as assigned to the Trustee pursuant to
the related Corridor Contract Assignment Agreement), a form of which is
attached hereto as Exhibit Q-5.

          Adjustable Rate Trigger Event: With respect to a Distribution Date
on or after the Adjustable Rate Stepdown Date, either a Adjustable Rate
Delinquency Trigger Event with respect to that Distribution Date or an
Adjustable Rate Cumulative Loss Trigger Event with respect to that
Distribution Date.

          Adjusted Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, the Maximum Mortgage Rate for such Mortgage Loan less the
related Expense Fee Rate.

          Adjusted Net Mortgage Rate: As to each Mortgage Loan, the Mortgage
Rate less the related Expense Fee Rate.



                                      10
<PAGE>


          Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date
on which the related Mortgage Rate is subject to adjustment, as provided in
the related Mortgage Note.

          Advance: The aggregate of the advances required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such advances being equal to the aggregate of payments
of principal and interest on the Mortgage Loans (net of the Servicing Fees)
that were due on the related Due Date and not received by the Master Servicer
as of the close of business on the related Determination Date including an
amount equivalent to interest on each Mortgage Loan as to which the related
Mortgaged Property is an REO Property; provided, however, that the net monthly
rental income (if any) from such REO Property deposited in the Certificate
Account for such Distribution Date pursuant to Section 3.12 may be used to
offset such Advance for the related REO Property; provided, further, that for
the avoidance of doubt, no Advances shall be required to be made in respect of
any Liquidated Mortgage Loan.

          Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.

          Amount Held for Future Distribution: As to any Distribution Date,
the aggregate amount held in the Certificate Account at the close of business
on the immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in respect of the Mortgage
Loans due after the related Due Date, (ii) Principal Prepayments and
Liquidation Proceeds received in respect of such Mortgage Loans after the last
day of the related Prepayment Period and (iii) Liquidation Proceeds and
Subsequent Recoveries received in respect of such Mortgage Loans after the
last day of the related Due Period.

          Applied Realized Loss Amount: With respect to any Distribution Date
and any Loan Group, the sum of the Realized Losses with respect to the
Mortgage Loans in such Loan Group which are to be applied in reduction of the
Certificate Principal Balances of the applicable Subordinate Certificates
pursuant to this Agreement, which shall equal (i) in the case of the Fixed
Rate Subordinate Certificates, the amount, if any, by which, the aggregate
Certificate Principal Balance of the Class AF Certificates and the Fixed Rate
Subordinate Certificates (after all distributions of principal on such
Distribution Date) exceeds the Stated Principal Balance of the Fixed Rate
Mortgage Loans for such Distribution Date and (ii) in the case of the
Adjustable Rate Subordinate Certificates, the amount, if any, by which, the
aggregate Certificate Principal Balance of the Class AV Certificates and the
Adjustable Rate Subordinate Certificates (after all distributions of principal
on such Distribution Date) exceeds the Stated Principal Balance of the
Adjustable Rate Mortgage Loans.

          Appraised Value: The appraised value of the Mortgaged Property based
upon the appraisal made for the originator of the related Mortgage Loan by an
independent fee appraiser at the time of the origination of the related
Mortgage Loan, or the sales price of the Mortgaged Property at the time of
such origination, whichever is less, or with respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of the
Mortgaged Property based upon the appraisal made at the time of such
refinancing.



                                      11
<PAGE>


          Bankruptcy Code: Title 11 of the United States Code.

          Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each Class of Interest Bearing Certificates constitutes a Class of
Book-Entry Certificates.

          Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in the States of New York or California
are authorized or obligated by law or executive order to be closed.

          Calculation Rate: For each Distribution Date, in the case of the
Class A1, Class B1, Class A2 and Class B2 Interests, the product of (i) 10 and
(ii) the weighted average rate of the outstanding Class A and Class B
Interests, treating each Class A Interest as capped at zero or reduced by a
fixed percentage of 100% of the interest accruing on such Class. For each
Distribution Date, in the case of the Class A3, Class B3, Class A4 and Class
B4 Interests, the product of (i) 10 and (ii) the weighted average rate of the
outstanding Class A and Class B Interests, treating each Class A Interest as
capped at zero or reduced by a fixed percentage of 100% of the interest
accruing on such Class.

          Carryover Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.08 in the name of
the Trustee for the benefit of the Certificateholders and designated
"______________ in trust for registered holders of CWHEQ, Inc., Asset-Backed
Certificates, Series 200_-_". Funds in the Carryover Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

          Certificate: Any one of the certificates of any Class executed and
authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-18, Exhibits B-1 and B-1, Exhibits C-1 and C-2, Exhibit
D and Exhibit E.

          Certificate Account: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer for the benefit of
the Trustee on behalf of the Certificateholders and designated "[Countrywide
Home Loans Servicing LP] in trust for registered holders of CWHEQ, Inc.,
Asset-Backed Certificates, Series 200_-_". Funds in the Certificate Account
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

          Certificate Owner: With respect to a Book-Entry Certificate, the
person that is the beneficial owner of such Book-Entry Certificate.

          Certificate Principal Balance: As to any Certificate (other than the
Class C Certificates) and as of any Distribution Date, the Initial Certificate
Principal Balance of such Certificate (A) less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
4.04, and (ii) with respect to any Subordinate Certificates, any Applied
Realized Loss



                                      12
<PAGE>


Amounts allocated to such Certificate on previous Distribution Dates pursuant
to Section 4.04, and (B) increased by, with respect to the Subordinate
Certificates, any Subsequent Recoveries allocated to such Subordinate
Certificate pursuant to Section 4.04 on such Distribution Date. References
herein to the Certificate Principal Balance of a Class of Certificates shall
mean the Certificate Principal Balances of all Certificates in such Class. The
Class C Certificates do not have a Certificate Principal Balance. With respect
to any Certificate (other than the Class C Certificates) of a Class and any
Distribution Date, the portion of the Certificate Principal Balance of such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance
of such Class.

          Certificate Register: The register maintained pursuant to Section
5.02 hereof.

          Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register (initially, Cede & Co., as nominee
for the Depository, in the case of any Class of Book-Entry Certificates),
except that solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or any
affiliate of the Depositor shall be deemed not to be Outstanding and the
Voting Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Voting Interests necessary to
effect such consent has been obtained; provided that if any such Person
(including the Depositor) owns 100% of the Voting Interests evidenced by a
Class of Certificates, such Certificates shall be deemed to be Outstanding for
purposes of any provision hereof (other than the second sentence of Section
10.01 hereof) that requires the consent of the Holders of Certificates of a
particular Class as a condition to the taking of any action hereunder. The
Trustee is entitled to rely conclusively on a certification of the Depositor
or any affiliate of the Depositor in determining which Certificates are
registered in the name of an affiliate of the Depositor.

          [CHL: Countrywide Home Loans, Inc., a New York corporation, and its
successors and assigns.]

          CHL Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which CHL is the applicable Seller.

          Class: All Certificates bearing the same Class designation as set
forth in Section 5.01 hereof.

          Class 1-AV-[1] Certificate: Any Certificate designated as a "Class
1-AV-[1] Certificate" on the face thereof, in the form of Exhibit A-14 hereto,
representing the right to distributions as set forth herein. Class 1-AV-[1]
Corridor Contract: The transaction evidenced by the related Confirmation (as
assigned to the Trustee pursuant to the related Corridor Contract Assignment
Agreement), a form of which is attached hereto as Exhibit Q-1.

          Class 1-AV-[1] Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Subgroup [A1]
on such Distribution Date, adjusted to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.



                                      13
<PAGE>


          Class 1-AV-[2] Certificate: Any Certificate designated as a "Class
1-AV-[2] Certificate" on the face thereof, in the form of Exhibit A-15 hereto,
representing the right to distributions as set forth herein.

          Class 1-AV-[2] Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the Trustee pursuant to the related
Corridor Contract Assignment Agreement), a form of which is attached hereto as
Exhibit Q-2.

          Class 1-AV-[2] Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Subgroup [A1]
on such Distribution Date, adjusted to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.

          Class 1-AV Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the Certificate Principal Balances of the
Class 1-AV-[1] and Class 1-AV-[2] Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (x) ____% of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Subgroup [A1] for such
Distribution Date and (y) the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Subgroup [A1] for such Distribution Date minus ____% of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Subgroup
[A1] as of the Cut-Off Date.

          Class 2-AV-[1] Certificate: Any Certificate designated as a "Class
2-AV-[1] Certificate" on the face thereof, in the form of Exhibit A-16 hereto,
representing the right to distributions as set forth herein.

          Class 2-AV-[1] Corridor Contract: The transaction evidenced by the
related Confirmation (as assigned to the Trustee pursuant to the related
Corridor Contract Assignment Agreement), a form of which is attached hereto as
Exhibit Q-3.

          Class 2-AV-[1] Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Subgroup [A2]
on such Distribution Date, adjusted to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year.

          Class 2-AV-[1] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the Certificate Principal Balances of the
Class 2-AV-[1] Certificates immediately prior to such Distribution Date, over
(ii) the lesser of (x) ____% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Subgroup [A2] for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Subgroup [A2]
for such Distribution Date minus____% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Subgroup [A2] as of the Cut-Off Date.

          Class AF-[1A] Certificate: Any Certificate designated as a "Class
AF-[1A] Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

          Class AF-[1A] Net Rate Cap: For any Distribution Date, the weighted
average Adjusted Net Mortgage Rate on the Mortgage Loans in Loan Subgroup [F1]
on such Distribution



                                      14
<PAGE>


Date, adjusted to an effective rate reflecting the calculation of interest on
the basis of the actual number of days elapsed during the related Accrual
Period and a 360-day year.

          Class AF-[1B] Certificate: Any Certificate designated as a "Class
AF-[1B] Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

          Class AF-[1B] and Fixed Rate Subordinate Corridor Contract: The
transaction evidenced by the related Confirmation (as assigned to the Trustee
pursuant to the related Corridor Contract Assignment Agreement), a form of
which is attached hereto as Exhibit Q-5.

          Class AF-[1B] Net Rate Cap: For any Distribution Date, the weighted
average (as described below) of (a) the weighted average of the Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Subgroup [F1] on such Distribution
Date and (b) the weighted average of the Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Subgroup [F2] on such Distribution Date, weighted by
the excess of the unpaid principal balance of the Subgroup [F1] Mortgage Loans
over the Certificate Principal Balance of the Class AF-[1A] Certificates and
by the unpaid principal balance of the Subgroup [F2] Mortgage Loans (in the
case of the Class AF-[1B] Certificates only, adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of
days elapsed during the related Accrual Period and a 360-day year).

          Class AF-_ Certificate: Any Certificate designated as a "Class AF-_
Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.

          Class AF-_ Net Rate Cap: For any Distribution Date, the weighted
average (as described below) of (a) the weighted average of the Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Subgroup [F1] on such Distribution
Date and (b) the weighted average of the Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Subgroup [F2] on such Distribution Date, weighted by
the excess of the unpaid principal balance of the Subgroup [F1] Mortgage Loans
over the Certificate Principal Balance of the Class AF-[1A] Certificates and
by the unpaid principal balance of the Subgroup [F2] Mortgage Loans (in the
case of the Class AF-[1B] Certificates only, adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of
days elapsed during the related Accrual Period and a 360-day year).

          Class AF-_ Portion: For any Distribution Date, a percentage,
expressed as a fraction, the numerator of which is the Certificate Principal
Balance of the Class AF-_ Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate Certificate Principal
Balance of all Classes of the Class AF Certificates immediately prior to such
Distribution Date.

          Class AF Certificates: The Class AF-[1A], Class AF-[1B] and Class
AF-_ Certificates.

          Class AF Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the aggregate Certificate Principal
Balance of the Class AF Certificates immediately prior to such Distribution
Date, over (ii) the lesser of (i) ____% of the aggregate Stated Principal
Balance of the Fixed Rate Mortgage Loans for such Distribution Date and (ii)



                                      15
<PAGE>


the aggregate Stated Principal Balance of the Fixed Rate Mortgage Loans for
such Distribution Date minus the Fixed Rate OC Floor; provided, however, that
(i) if no class of Fixed Rate Subordinate Certificates is outstanding on such
Distribution Date (but multiple classes of Class AF Certificates are
outstanding on such Distribution Date), the Class AF Principal Distribution
Amount shall equal the aggregate of the Principal Distribution Amounts for
Loan Subgroup [F1] and Loan Subgroup [F2] and will be distributed in
accordance with Section 4.04, (ii) if no class of Class AF or Fixed Rate
Subordinate Certificates is outstanding other than the Class AF-[1A]
Certificates on such Distribution Date, the Class AF-[1A] Certificates will be
entitled to receive the entire remaining Principal Distribution Amount for
Loan Subgroup [F1] until the Certificate Principal Balance thereof is reduced
to zero, and (ii) if the no class of Class AF or Fixed Rate Subordinate
Certificates is outstanding other than a single Class of Class AF Certificates
(other than the Class AF-[1A] Certificates) on such Distribution Date, they
will be entitled to receive the entire remaining Principal Distribution
Amounts for both Loan Subgroup [F1] and Loan Subgroup [F2] until the
Certificate Principal Balance thereof is reduced to zero.

          Class A-R Certificate: Any Certificate designated as a "Class A-R
Certificate" on the face thereof, in the form of Exhibit D hereto or, in the
case of the Tax Matters Person Certificate, Exhibit E hereto, in either case
representing the right to distributions as set forth herein.

          Class AV Certificates: The Class 1-AV-[1], Class 1-AV-[2] and Class
2-AV-[1] Certificates.

          Class AV Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the aggregate Certificate Principal
Balance of the Class AV Certificates immediately prior to such Distribution
Date, over (ii) the lesser of (a) ____% of the aggregate Stated Principal
Balance of the Adjustable Rate Mortgage Loans for such Distribution Date and
(b) the aggregate Stated Principal Balance of the Adjustable Rate Mortgage
Loans for such Distribution Date minus the Adjustable Rate OC Floor; provided,
however, that if no class of Adjustable Rate Subordinate Certificates is
outstanding, the Class AV Certificates will be entitled to receive the entire
remaining Principal Distribution Amounts for Loan Subgroup [A1] and Loan
Subgroup [A2], pro rata based on the Certificate Principal Balances thereof,
until the Certificate Principal Balances thereof are reduced to zero.

          Class BF Certificate: Any Certificate designated as a "Class BF
Certificate" on the face thereof, in the form of Exhibit A-13 hereto,
representing the right to distributions as set forth herein.

          Class BF Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the Certificate Principal
Balances of the Class AF Certificates (after taking into account distribution
of the Class AF Principal Distribution Amount for such Distribution Date), (b)
the Certificate Principal Balance of the Class MF-[1] Certificates (after
taking into account distribution of the Class MF-[1] Principal Distribution
Amount for such Distribution Date), (c) the Certificate Principal Balance of
the Class MF-[2] Certificates (after taking into account distribution of the
Class MF-[2] Principal Distribution Amount for such Distribution Date), (d)
the Certificate Principal Balance of the Class MF-[3] Certificates (after
taking into account distribution of the Class MF-[3] Principal Distribution
Amount for such



                                      16
<PAGE>


Distribution Date) and (e) the Certificate Principal Balance of the Class BF
Certificates immediately prior to such Distribution Date over (ii) the lesser
of (x) ____% of the aggregate Stated Principal Balance of the Fixed Rate
Mortgage Loans for such Distribution Date and (y) the aggregate Stated
Principal Balance of the Fixed Rate Mortgage Loans for such Distribution Date
minus the Fixed Rate OC Floor; provided, however, that if no class of Class AF
or Fixed Rate Subordinate Certificates is outstanding other than the Class BF
Certificates on such Distribution Date, the Class BF Certificates will be
entitled to receive the entire remaining Principal Distribution Amounts for
Loan Subgroup [F1] and Loan Subgroup [F2] until the Certificate Principal
Balance thereof is reduced to zero.

          Class BV Certificate: Any Certificate designated as a "Class BV
Certificate" on the face thereof, in the form of Exhibit A-18 hereto,
representing the right to distributions as set forth herein.

          Class BV Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 1-AV and Class 2-AV-[1] Principal Distribution
Amounts for such Distribution Date), (b) the Certificate Principal Balance of
the Class MV-[1] Certificates (after taking into account distribution of the
Class MV-[1] Principal Distribution Amount for such Distribution Date), (c)
the Certificate Principal Balance of the Class MV-[2] Certificates (after
taking into account distribution of the Class MV-[2] Principal Distribution
Amount for such Distribution Date), (d) the Certificate Principal Balance of
the Class MV-[3] Certificates (after taking into account distribution of the
Class MV-[3] Principal Distribution Amount for such Distribution Date) and (e)
the Certificate Principal Balance of the Class BV Certificates immediately
prior to such Distribution Date over (ii) the lesser of (x) ____% of the
aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans for
such Distribution Date and (y) the aggregate Stated Principal Balance of the
Adjustable Rate Mortgage Loans for such Distribution Date minus the Adjustable
Rate OC Floor; provided, however, that if the Class BV Certificates are the
only class of Class AV or Adjustable Rate Subordinate Certificates outstanding
on such Distribution Date, the Class BV Certificates will be entitled to
receive the entire remaining Principal Distribution Amounts for Loan Subgroup
[A1] and Loan Subgroup [A2] until the Certificate Principal Balance thereof is
reduced to zero.

          Class [CF] Certificate: Any Certificate designated as a "Class [CF]
Certificate" on the face thereof, in the form of Exhibit C-1 hereto,
representing the right to distributions as set forth herein.

          Class [CV] Certificate: Any Certificate designated as a "Class [CV]
Certificate" on the face thereof, in the form of Exhibit C-2 hereto,
representing the right to distributions as set forth herein.

          Class C Certificate: The Class [CF] Certificates and the Class [CV]
Certificates

          Class [CF] Distributable Amount: As defined in the Preliminary
Statement.

          Class [CV] Distributable Amount: As defined in the Preliminary
Statement.



                                      17
<PAGE>


          Class MF-[1] Certificate: Any Certificate designated as a "Class
MF-[1] Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

          Class MF-[1] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the Certificate Principal
Balances of the Class AF Certificates (after taking into account distribution
of the Class AF Principal Distribution Amount for such Distribution Date), and
(b) the Certificate Principal Balance of the Class MF-[1] Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (x) ____%
of the aggregate Stated Principal Balance of the Fixed Rate Mortgage Loans for
such Distribution Date and (y) the aggregate Stated Principal Balance of the
Fixed Rate Mortgage Loans for such Distribution Date minus the Fixed Rate OC
Floor; provided, however, that if no class of Class AF or Fixed Rate
Subordinate Certificates is outstanding other than the Class MF-[1]
Certificates on such Distribution Date, the Class MF-[1] Certificates will be
entitled to receive the entire remaining Principal Distribution Amounts for
Loan Subgroup [F1] and Loan Subgroup [F2] until the Certificate Principal
Balance thereof is reduced to zero.

          Class MF-[2] Certificate: Any Certificate designated as a "Class
MF-[2] Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

          Class MF-[2] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the Certificate Principal
Balances of the Class AF Certificates (after taking into account distribution
of the Class AF Principal Distribution Amount for such Distribution Date), (b)
the Certificate Principal Balance of the Class MF-[1] Certificates (after
taking into account distribution of the Class MF-[1] Principal Distribution
Amount for such Distribution Date) and (c) the Certificate Principal Balance
of the Class MF-[2] Certificates immediately prior to such Distribution Date
over (ii) the lesser of (x) ____% of the aggregate Stated Principal Balance of
the Fixed Rate Mortgage Loans for such Distribution Date and (y) the aggregate
Stated Principal Balance of the Fixed Rate Mortgage Loans for such
Distribution Date minus the Fixed Rate OC Floor; provided, however, that if no
class of Class AF or Fixed Rate Subordinate Certificates is outstanding other
than the Class MF-[2] Certificates on such Distribution Date, the Class MF-[2]
Certificates will be entitled to receive the entire remaining Principal
Distribution Amounts for Loan Subgroup [F1] and Loan Subgroup [F2] until the
Certificate Principal Balance thereof is reduced to zero.

          Class MF-[3] Certificate: Any Certificate designated as a "Class
MF-[3] Certificate" on the face thereof, in the form of Exhibit A-10 hereto,
representing the right to distributions as set forth herein.

          Class MF-[3] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the Certificate Principal
Balances of the Class AF Certificates (after taking into account distribution
of the Class AF Principal Distribution Amount for such Distribution Date), (b)
the Certificate Principal Balance of the Class MF-[1] Certificates (after
taking into account distribution of the Class MF-[1] Principal Distribution
Amount for such Distribution Date), (c) the Certificate Principal Balance of
the Class MF-[2] Certificates (after taking into account distribution of the
Class MF-[2] Principal Distribution Amount for



                                      18
<PAGE>


such Distribution Date) (d) the Certificate Principal Balance of the Class
MF-[3] Certificates immediately prior to such Distribution Date over (ii) the
lesser of (x) ____% of the aggregate Stated Principal Balance of the Fixed
Rate Mortgage Loans for such Distribution Date and (y) the aggregate Stated
Principal Balance of the Fixed Rate Mortgage Loans for such Distribution Date
minus the Fixed Rate OC Floor; provided, however, that if no class of Class AF
or Fixed Rate Subordinate Certificates is outstanding other than the Class
MF-[3] Certificates on such Distribution Date, the Class MF-[3] Certificates
will be entitled to receive the entire remaining Principal Distribution
Amounts for Loan Subgroup [F1] and Loan Subgroup [F2] until the Certificate
Principal Balance thereof is reduced to zero.

          Class MV-[1] Certificate: Any Certificate designated as a "Class
MV-[1] Certificate" on the face thereof, in the form of Exhibit A-18 hereto,
representing the right to distributions as set forth herein.

          Class MV-[1] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 1-AV-[1] and Class 2-AV-[1] Principal Distribution
Amounts for such Distribution Date), and (b) the Certificate Principal Balance
of the Class MV-[1] Certificates immediately prior to such Distribution Date,
over (ii) the lesser of (x) ____% of the aggregate Stated Principal Balance of
the Adjustable Rate Mortgage Loans for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans for
such Distribution Date minus the Adjustable Rate OC Floor; provided, however,
that if the Class MV-[1] Certificates are the only class of Class AV or
Adjustable Rate Subordinate Certificates outstanding on such Distribution
Date, the Class MV-[1] Certificates will be entitled to receive the entire
remaining Principal Distribution Amounts for Loan Subgroup [A1] and Loan
Subgroup [A2] until the Certificate Principal Balance thereof is reduced to
zero.

          Class MV-[2] Certificate: Any Certificate designated as a "Class
MV-[2] Certificate" on the face thereof, in the form of Exhibit A-19 hereto,
representing the right to distributions as set forth herein.

          Class MV-[2] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 1-AV-[1] and Class 2-AV-[1] Principal Distribution
Amounts for such Distribution Date), (b) the Certificate Principal Balance of
the Class MV-[1] Certificates (after taking into account distribution of the
Class MV-[1] Principal Distribution Amount for such Distribution Date) and (c)
the Certificate Principal Balance of the Class MV-[2] Certificates immediately
prior to such Distribution Date over (ii) the lesser of (x) ____% of the
aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans for
such Distribution Date and (y) the aggregate Stated Principal Balance of the
Adjustable Rate Mortgage Loans for such Distribution Date minus the Adjustable
Rate OC Floor; provided, however, that if the Class MV-[2] Certificates are
the only class of Class AV or Adjustable Rate Subordinate Certificates
outstanding on such Distribution Date, the Class MV-[2] Certificates will be
entitled to receive the entire remaining Principal Distribution Amounts for
Loan Subgroup [A1] and Loan Subgroup [A2] until the Certificate Principal
Balance thereof is reduced to zero.



                                      19
<PAGE>


          Class MV-[3] Certificate: Any Certificate designated as a "Class
MV-[3] Certificate" on the face thereof, in the form of Exhibit A-20 hereto,
representing the right to distributions as set forth herein.

          Class MV-[3] Principal Distribution Amount: With respect to any
Distribution Date the excess of (i) the sum of (a) the aggregate Certificate
Principal Balance of the Class AV Certificates (after taking into account
distribution of the Class 1-AV-[1] and Class 2-AV-[1 Principal Distribution
Amounts for such Distribution Date), (b) the Certificate Principal Balance of
the Class MV-[1] Certificates (after taking into account distribution of the
Class MV-[1] Principal Distribution Amount for such Distribution Date), (c)
the Certificate Principal Balance of the Class MV-[2] Certificates (after
taking into account distribution of the Class MV-[2] Principal Distribution
Amount for such Distribution Date) and (d) the Certificate Principal Balance
of the Class MV-[3] Certificates immediately prior to such Distribution Date
over (ii) the lesser of (x) ____% of the aggregate Stated Principal Balance of
the Adjustable Rate Mortgage Loans for such Distribution Date and (y) the
aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans for
such Distribution Date minus the Adjustable Rate OC Floor; provided, however,
that if the Class MV-[3] Certificates are the only class of Class AV or
Adjustable Rate Subordinate Certificates outstanding on such Distribution
Date, the Class MV-[3] Certificates will be entitled to receive the entire
remaining Principal Distribution Amounts for Loan Subgroup [A1] and Loan
Subgroup [A2] until the Certificate Principal Balance thereof is reduced to
zero.

          Class [PF] Certificate: Any Certificate designated as a "Class [PF]
Certificate" on the face thereof, in the form of Exhibit B-1 hereto,
representing the right to distributions as set forth herein.

          Class [PV] Certificate: Any Certificate designated as a "Class [PV]
Certificate" on the face thereof, in the form of Exhibit B-2 hereto,
representing the right to distributions as set forth herein.

          Class P Certificates: The Class [PF] Certificates and the Class [PV]
Certificates.

          Class [PF] Principal Distribution Date: The first Distribution Date
that occurs after the end of the latest Prepayment Charge Period for all Fixed
Rate Mortgage Loans that have a Prepayment Charge Period.

          Class [PV] Principal Distribution Date: The first Distribution Date
that occurs after the end of the latest Prepayment Charge Period for all
Adjustable Rate Mortgage Loans that have a Prepayment Charge Period.

          Closing Date: __________, 200_.

          Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

          Collateral Schedule: Schedule II hereto.



                                      20
<PAGE>


          [Combined Loan-to-Value Ratio: The fraction, expressed as a
percentage, the numerator of which is the sum of (x) the original principal
balance of the related Mortgage Loan and (y) the outstanding principal balance
at the date of origination of the Mortgage Loan of any senior mortgage loan
or, in the case of any open-ended senior Mortgage Loan, the maximum available
line of credit with respect to such Mortgage Loan, regardless of any lesser
amount actually outstanding at the date of origination of the Mortgage Loan,
and the denominator of which is the Appraised Value of the related Mortgaged
Property.]

          Compensating Interest: With respect to the Mortgage Loans in each
Loan Subgroup and any Distribution Date, an amount equal to the lesser of (x)
one-half of the Servicing Fee for such Mortgage Loans for the related Due
Period and (y) the aggregate Prepayment Interest Shortfalls for such Mortgage
Loans for such Distribution Date.

          Confirmation: Any of the Confirmations dated __________, 200_
evidencing a transaction between the Corridor Contract Counterparty and CHL.

          Corporate Trust Office: The designated office of the Trustee in the
State of New York where at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at
______________________________ (Attention: _____________), telephone: (___)
___-____, facsimile: (___) ___-____.

          Corridor Contract: The Class AF-[1B] and Fixed Rate Subordinate
Corridor Contract, the Class 1-AV-[1] Corridor Contract, The Class 1-AV-[2]
Corridor Contract, the Class 2-AV-[1] Corridor Contract or the Adjustable Rate
Subordinate Corridor Contract, as applicable.

          Corridor Contract Assignment Agreement: Each Assignment Agreement
dated as of the Closing Date among CHL, the Trustee and the Corridor Contract
Counterparty, the form of which is attached hereto as Exhibit S.

          Corridor Contract Counterparty: ________________, and its
successors.

          Corridor Contract Termination Date: With respect to each Corridor
Contract, the Distribution Date in ______________ 200_.

          Co-Trustee: _________________________, a ________________________,
not in its individual capacity, but solely in its capacity as co-trustee for
the benefit of the Certificateholders under this Agreement, and any successor
thereto, and any corporation or national banking association resulting from or
surviving any consolidation or merger to which it or its successors may be a
party.

          Credit Comeback Excess Account: The separate Eligible Account
created and initially maintained by the Trustee pursuant to Section 4.09 in
the name of the Trustee for the benefit of the Certificateholders and
designated "______________ in trust for registered holders of CWHEQ, Inc.,
Asset-Backed Certificates, Series 200_-_". Funds in the Credit Comeback Excess
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.



                                      21
<PAGE>


          Credit Comeback Excess Cashflow: With respect to any Distribution
Date, any amounts in the Credit Comeback Excess Account available for such
Distribution Date.

          Credit Comeback Excess Amount: With respect to the Credit Comeback
Loans in each Loan Subgroup and any Master Servicer Advance Date, the portion
of the sum of the following (without duplication) attributable to the excess,
if any, of the actual mortgage rate on each Credit Comeback Loan and the
Mortgage Rate on such Credit Comeback Loan: (i) all scheduled interest
collected during the related Due Period with respect to the Credit Comeback
Loans, (ii) all Advances relating to interest with respect to the Credit
Comeback Loans, (iii) all Compensating Interest with respect to the Credit
Comeback Loans and (iv) Liquidation Proceeds with respect to the Credit
Comeback Loans collected during the related Due Period (to the extent such
Liquidation Proceeds relate to interest), less all Nonrecoverable Advances
relating to interest reimbursed during the related Due Period.

          Credit Comeback Loan: Any Mortgage Loan for which the related
Mortgage Rate is subject to reduction (not exceeding 0.375% per annum) for
good payment history of Scheduled Payments by the related Mortgagor.

          Cross-Over Situation: For any Distribution Date and for each Loan
Subgroup (after taking into account principal distributions on such
Distribution Date) with respect to the Class A and Class B Interests, the
Class A and Class B Interests corresponding to any Loan Subgroup are in the
aggregate less than 1% of the Subordinate Component Balance of the Loan
Subgroup to which they correspond

          Current Interest: With respect to each Class of Interest Bearing
Certificates and each Distribution Date, the interest accrued at the
applicable Pass-Through Rate for the applicable Accrual Period on the
Certificate Principal Balance of such Class immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a
trustee in bankruptcy.

          Cut-off Date: In the case of any Mortgage Loan, the later of (x)
__________, 200_ and (y) the date of origination of such Mortgage Loan.

          Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date
after application of all payments of principal due on or prior to the Cut-off
Date, whether or not received, and all Principal Prepayments received on or
prior to the Cut-off Date, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date.

          Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any other reduction that results in a permanent forgiveness of
principal.

          Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount
less than the then outstanding indebtedness under such Mortgage Loan, or any
reduction in the amount of principal to be paid



                                      22
<PAGE>


in connection with any Scheduled Payment that results in a permanent
forgiveness of principal, which valuation or reduction results from an order
of such court that is final and non-appealable in a proceeding under the
Bankruptcy Code.

          Definitive Certificates: As defined in Section 5.06.

          Delay Delivery Mortgage Loans: The Mortgage Loans identified on the
schedule of Mortgage Loans hereto set forth on Exhibit F-2 hereof for which
all or a portion of a related Mortgage File is not delivered to the Co-Trustee
on or prior to the Closing Date. The Depositor shall deliver (or cause
delivery of) the Mortgage Files to the Co-Trustee: (A) with respect to at
least [50]% of the Mortgage Loans, not later than the Closing Date, (B) with
respect to at least an additional [40]% of the Mortgage Loans, not later than
20 days after the Closing Date, and (C) with respect to the remaining [10]% of
the Mortgage Loans, not later than [thirty] days after the Closing Date. To
the extent that [Countrywide Home Loans, Inc.] shall be in possession of any
Mortgage Files with respect to any Delay Delivery Loan, until delivery to of
such Mortgage File to the Co-Trustee as provided in Section 2.01, [Countrywide
Home Loans, Inc.] shall hold such files as agent and in trust for the
Co-Trustee.

          Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by
a Replacement Mortgage Loan.

          Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms of such Mortgage Loan by the close
of business on the day such payment is scheduled to be due. A Mortgage Loan is
"30 days delinquent" if such payment has not been received by the close of
business on the corresponding day of the month immediately succeeding the
month in which such payment was due, or, if there is no such corresponding day
(e.g., as when a 30-day month follows a 31-day month in which a payment was
due on the 31st day of such month), then on the last day of such immediately
succeeding month. Similarly for "60 days delinquent," "90 days delinquent" and
so on.

          Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate"
or, if not the foregoing, the Percentage Interest appearing on the face
thereof, as applicable.

          Depositor: CWHEQ, Inc., a Delaware corporation, or its successor in
interest.

          Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

          Depository Agreement: With respect to the Book-Entry Certificates,
the agreement among the Depositor, the Trustee and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit O.



                                      23
<PAGE>


          Depository Participant: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

          Determination Date: With respect to any Distribution Date, the __th
day of the month of such Distribution Date or, if such __th day is not a
Business Day, the immediately preceding Business Day.

          Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.05(c) in the name of the
Trustee for the benefit of the Certificateholders and designated
"_____________________, in trust for registered holders of CWHEQ, Inc.,
Asset-Backed Certificates, Series 200_-_". Funds in the Distribution Account
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

          Distribution Account Deposit Date: As to any Distribution Date,
______ p.m. Pacific time on the Business Day immediately preceding such
Distribution Date.

          Distribution Date: The __th day of each month, or if such day is not
a Business Day, on the first Business Day thereafter, commencing in __________
200_.

          Due Date: With respect to any Mortgage Loan and Due Period, the due
date for Scheduled Payments of interest and/or principal on that Mortgage Loan
occurring in such Due Period as provided in the related Mortgage Note.

          Due Period: With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the calendar month
in which such Distribution Date occurs and ending on the first day of the
month in which such Distribution Date occurs.

          Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Moody's is not a Rating Agency) are rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to
each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security interest against
any collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained,
or (iii) a trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company having capital and surplus of not less than $50,000,000, acting in its
fiduciary capacity or (iv) any other account acceptable to the Rating Agencies
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a



                                      24
<PAGE>


letter from each Rating Agency to the Trustee. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee.

          Eligible Repurchase Month: As defined in Section 3.12(c) hereof.

          ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

          ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the applicable requirements of
the Underwriter's Exemption.

          ERISA-Restricted Certificates: The Class A-R Certificates, Class P
Certificates, Class C Certificates and Certificates of any Class that ceases
to satisfy the applicable rating requirement under the Underwriter's
Exemption.

          Escrow Account: As defined in Section 3.06.

          Event of Default: As defined in Section 7.01 hereof.

          Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds and Subsequent
Recoveries that are in excess of the sum of (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the date of liquidation of such
Liquidated Mortgage Loan plus (ii) interest at the Mortgage Rate from the Due
Date as to which interest was last paid or advanced to Certificateholders (and
not reimbursed to the Master Servicer) up to the Due Date in the month in
which Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan outstanding during each Due
Period as to which such interest was not paid or advanced.

          Expense Fee Rate: With respect to any Mortgage Loan, the sum of (i)
the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) any lender-paid
primary mortgage insurance premium for such Mortgage Loan (if applicable).

          Extra Principal Distribution Amount: With respect to any
Distribution Date and (A) any Loan Subgroup in the Fixed Rate Loan Group the
product of (a), the lesser of (1) the Fixed Rate Overcollateralization
Deficiency Amount and (2) the Fixed Rate Loan Group Excess Cashflow for such
Distribution Date and (b) a fraction, the numerator of which is the Principal
Remittance Amount for such Loan Subgroup and the denominator of which is the
sum of the Principal Remittance Amounts for all Loan Subgroups in the Fixed
Rate Loan Group and (B) any Loan Subgroup in the Adjustable Rate Loan Group,
the product of (a) the lesser of (1) the Adjustable Rate Overcollateralization
Deficiency Amount and (2) the Adjustable Rate Loan Group Excess Cashflow for
such Distribution Date and (b) a fraction, the numerator of which is the
Principal Remittance Amount for such Loan Subgroup and the denominator of
which is the sum of the Principal Remittance Amounts for all Loan Subgroups in
the Adjustable Rate Loan Group.

          FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.



                                      25
<PAGE>


          Fitch: Fitch Ratings.

          Fixed Rate Certificates: The Class AF-_, Class MF-[1], Class MF-[2],
Class MF-[3] and Class BF Certificates.

          Fixed Rate Cumulative Loss Trigger Event: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized
Losses on the Fixed Rate Mortgage Loans from (and including) the Cut-off Date
for each Fixed Rate Mortgage Loan to (and including) the last day of the
related Due Period (reduced by the aggregate amount of any Subsequent
Recoveries related to the Fixed Rate Mortgage Loans received through the last
day of that Due Period) exceeds (y) the applicable percentage, for such
Distribution Date, of the aggregate Cut-off Date Principal Balance of the
Fixed Rate Mortgage Loans, as set forth below:

<TABLE>
<CAPTION>

           Distribution Date                           Percentage
           -----------------                           ----------

<S>       <C>                                          <C>
           _________ 200_ --_________ 200_ ...........  ____% with respect to __________ 200_, plus
                                                       an additional 1/12th of ____% for each
                                                       month thereafter
           _________ 200_ --_________ 200_ ...........  ____% with respect to __________ 200_, plus
                                                       an additional 1/12th of ____% for each
                                                       month thereafter
           _________ 200_ --_________ 200_ ...........  ____% with respect to __________ 200_, plus
                                                       an additional 1/12th of ____% for each
                                                       month thereafter
           _________ 200_ --_________ 200_ ...........  ____% with respect to __________ 200_, plus
                                                       an additional 1/12th of ____% for each
                                                       month thereafter
           _________ 200_  and thereafter ............ ____%

</TABLE>

          Fixed Rate Delinquency Trigger Event: With respect to a Distribution
Date on and after the Fixed Rate Stepdown Date, a Fixed Rate Delinquency
Trigger Event exists if (x) the Rolling Sixty-Day Delinquency Rate for
Outstanding Fixed Rate Mortgage Loans equals or exceeds (y) the product of
_____% and the Fixed Rate Senior Enhancement Percentage for such Distribution
Date.

          Fixed Rate Loan Group: Loan Subgroup [F1] and Loan Subgroup [F2].

          Fixed Rate Loan Group Excess Cashflow: With respect to any
Distribution Date the sum of (i) the amount remaining after the distribution
of interest to Certificateholders for such Distribution Date pursuant to
Section 4.04(a)(iii)(f), and (ii) the amount remaining after the distribution
of principal to Certificateholders for such Distribution Date pursuant to
Section 4.04(c)(1)(H) or 4.04(c)(2)(G).

          Fixed Rate Mortgage Loans: The Subgroup [F1] Mortgage Loans and the
Subgroup [F2] Mortgage Loans.



                                      26
<PAGE>


          Fixed Rate OC Floor: For any Distribution Date, ____% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans in the Fixed
Rate Loan Group.

          Fixed Rate Overcollateralization Deficiency Amount: With respect to
any Distribution Date, the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
Amount on such Distribution Date (after giving effect to distributions in
respect of the Principal Remittance Amounts for Loan Subgroup [F1] and Loan
Subgroup [F2] on such Distribution Date).

          Fixed Rate Overcollateralization Target Amount: With respect to (a)
each Distribution Date prior to the Fixed Rate Step Down Date, an amount equal
to ____% of the aggregate Cut-off Date Principal Balance of the Fixed Rate
Mortgage Loans and (b) each Distribution Date on or after the Fixed Rate
Stepdown Date, ____% of the aggregate Stated Principal Balances of the Fixed
Rate Mortgage Loans for the current Distribution Date subject to a minimum
amount equal to the Fixed Rate OC Floor; provided that if a Fixed Rate Trigger
Event is in effect on any Distribution Date, the Fixed Rate
Overcollateralization Target Amount will be the Fixed Rate
Overcollateralization Target Amount as in effect for the prior Distribution
Date.

          Fixed Rate Overcollateralized Amount: With respect to any
Distribution Date the amount, if any, by which (x) the aggregate Stated
Principal Balance of the Fixed Rate Mortgage Loans for such Distribution Date
exceeds (y) the aggregate Certificate Principal Balance of the Class AF
Certificates and the Fixed Rate Subordinate Certificates as of such
Distribution Date (after giving effect to distributions of the Principal
Remittance Amounts from Loan Subgroup [F1] and Loan Subgroup [F2] to be made
on such Distribution Date).

          Fixed Rate Senior Enhancement Percentage: With respect to a
Distribution Date on or after the Fixed Rate Stepdown Date, the fraction
(expressed as a percentage) (1) the numerator of which is the excess of (a)
the aggregate Stated Principal Balance of the Fixed Rate Mortgage Loans for
the preceding Distribution Date over (b) (i) before the Certificate Principal
Balances of the Class AF Certificates have been reduced to zero, the sum of
the Certificate Principal Balances of the Class AF Certificates, or (ii) after
such time, the Certificate Principal Balance of the most senior Class of Fixed
Rate Subordinate Certificates outstanding, as of the preceding Master Servicer
Advance Date, and (2) the denominator of which is the aggregate Stated
Principal Balance of the Fixed Rate Mortgage Loans for the preceding
Distribution Date.

          Fixed Rate Stepdown Date: The earlier to occur of (i) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class AF Certificates is reduced to zero, and (ii) the later to occur of (x)
the Distribution Date in _____________200_ and (y) the first Distribution Date
on which the aggregate Certificate Principal Balance of the Class AF
Certificates (after calculating anticipated distributions on such Distribution
Date) is less than or equal to ____% of the aggregate Stated Principal
Balances of the Fixed Rate Mortgage Loans for such Distribution Date.

          Fixed Rate Subordinate Certificates: The Class MF-[1], Class MF-[2],
Class MF-[3] and Class BF Certificates.



                                      27
<PAGE>


          Fixed Rate Subordinate Net Rate Cap: For any Distribution Date for
any Class of Fixed Rate Subordinate Certificates, the weighted average (as
described below) of (a) the weighted average of the Adjusted Net Mortgage Rate
of the Mortgage Loans in Loan Subgroup [F1] on such Distribution Date and (b)
the weighted average of the Adjusted Net Mortgage Rate of the Mortgage Loans
in Loan Subgroup [F2] on such Distribution Date, weighted by the excess of the
unpaid principal balance of the Subgroup [F1] Mortgage Loans over the
Certificate Principal Balance of the Class AF-[1A] Certificates and by the
unpaid principal balance of the Subgroup [F2] Mortgage Loans (in the case of
the Class AF-[1B] Certificates only, adjusted to an effective rate reflecting
the calculation of interest on the basis of the actual number of days elapsed
during the related Accrual Period and a 360-day year).

          Fixed Rate Trigger Event: A Fixed Rate Trigger Event shall be in
effect with respect to any Distribution Date on or after the Fixed Rate
Stepdown Date if either a Fixed Rate Delinquency Trigger Event or a Fixed Rate
Cumulative Loss Trigger Event exists as of such Distribution Date.

          Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

          Guaranty: The guaranty made by the Prepayment Charge Guarantor in
favor of the Trust covering the collection and remittance of certain
Prepayment Charges, a form of which is attached hereto as Exhibit T.

          Gross Margin: The percentage set forth in the related Mortgage Note
for the Adjustable Rate Mortgage Loans to be added to the Index for use in
determining the Mortgage Rate on each Adjustment Date, and which is set forth
in the Mortgage Loan Schedule for the Adjustable Rate Mortgage Loans.

          Index: As to any Adjustable Rate Mortgage Loan on any Adjustment
Date related thereto, the index for the adjustment of the Mortgage Rate set
forth as such in the related Mortgage Note, such index in general being the
average of the London interbank offered rates for six-month U.S. dollar
deposits in the London market, as set forth in The Wall Street Journal, as
most recently announced as of a date 45 days prior to such Adjustment Date or,
if the Index ceases to be published in The Wall Street Journal or becomes
unavailable for any reason, then the Index shall be a new index selected by
the Master Servicer, based on comparable information.

          Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan,
the first Adjustment Date following the origination of such Mortgage Loan.

          Initial Certificate Account Deposit: An amount equal to the
aggregate of all amounts in respect of (i) principal of the Mortgage Loans due
on or after the Cut-off Date and received by the Master Servicer before the
Closing Date and not applied in computing the Cut-off Date Principal Balance
thereof and (ii) interest on the Mortgage Loans due after the Cut-off Date and
received by the Master Servicer before the Closing Date.



                                      28
<PAGE>


          Initial Certificate Principal Balance: With respect to any
Certificate (other than the Class C Certificates) the Certificate Principal
Balance of such Certificate or any predecessor Certificate on the Closing
Date.

          Initial Mortgage Rate: As to each Adjustable Mortgage Loan, the
Mortgage Rate in effect prior to the Initial Adjustment Date.

          Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements
thereto in effect with respect to such Mortgage Loan, including any
replacement policy or policies for any Insurance Policy.

          Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Master Servicer or the trustee under the deed of trust and
are not applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account, in
each case other than any amount included in such Insurance Proceeds in respect
of Insured Expenses.

          Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans and received prior
to such Mortgage Loan becoming a Liquidated Mortgage Loan.

          Interest Bearing Certificates: The Fixed Rate Certificates and the
Adjustable Rate Certificates.

          Interest Carry Forward Amount: With respect to each Class of
Interest Bearing Certificates and each Distribution Date, the excess of (i)
the Current Interest for such Class with respect to prior Distribution Dates
over (ii) the amount actually distributed to such Class with respect to
interest on such prior Distribution Dates.

          Interest Determination Date: With respect to the first Accrual
Period for the Adjustable Rate Certificates, __________, 200_. With respect to
any Accrual Period for the Adjustable Rate Certificates thereafter, the second
LIBOR Business Day preceding the commencement of such Accrual Period.

          Interest Funds: With respect to any Distribution Date and Loan
Subgroup, the Interest Remittance Amount for such Loan Subgroup and
Distribution Date, less the portion of the Trustee Fee for such Distribution
Date allocable to such Loan Subgroup.

          Interest Remittance Amount: With respect to the Mortgage Loans in
each Loan Subgroup and any Master Servicer Advance Date, (x) the sum, without
duplication, of (i) all scheduled interest collected during the related Due
Period (for the avoidance of doubt, other than Credit Comeback Excess Amounts)
with respect to the related Mortgage Loans less the related Servicing Fee,
(ii) all interest on prepayments, other than Prepayment Interest Excess, (iii)
all related Advances relating to interest with respect to such Mortgage Loans,
(iv) all related Compensating Interest with respect to such Mortgage Loans,
(v) Liquidation Proceeds with respect to such Mortgage Loans collected during
the related Due Period (to the extent such



                                      29
<PAGE>


Liquidation Proceeds relate to interest) and (vi) the related Seller Shortfall
Interest Requirement, less (y) (i) all reimbursements to the Master Servicer
during the related Due Period for Advances of interest previously made and
(ii) the portion of and any lender-paid primary mortgage insurance premiums
for such Distribution Date allocable to such Loan Subgroup.

          Investment Letter: As defined in Section 5.02(b).

          Latest Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the Cut-off Date.

          LIBOR Business Day: Any day on which banks in the City of London,
England and New York City, U.S.A. are open and conducting transactions in
foreign currency and exchange.

          Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real property subject to the related Mortgage
and any security agreements and as to which the Master Servicer has certified
(in accordance with Section 3.12) in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation.

          Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property received in connection with or prior to such Mortgage Loan becoming a
Liquidated Mortgage Loan, less the sum of related unreimbursed Advances,
Servicing Fees and Servicing Advances.

          Liquidity Trust: [Countrywide LFT LLC a Delaware limited liability
company], and its successors and assigns.

          Liquidity Trust Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which the Liquidity Trust is the
applicable Seller.

          Loan Group: Any of the Fixed Rate Loan Group or the Adjustable Rate
Loan Group.

          Loan Subgroup [A1]: The Subgroup [A1] Mortgage Loans.

          Loan Subgroup [A2]: The Subgroup [A2] Mortgage Loans.

          Loan Subgroup [F1]: The Subgroup [F1] Mortgage Loans.

          Loan Subgroup [F2]: The Subgroup [F2] Mortgage Loans.



                                      30
<PAGE>


          Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.

          Majority Holder: The Holders of Certificates evidencing at least 51%
of the Voting Rights allocated to such Class of Certificates.

          Margin: With respect to any Distribution Date and Class of
Adjustable Rate Certificates, the per annum rate indicated in the following
table:

          ------------------------------------------------------------------
                   Class                 Margin (1)         Margin (2)
          ------------------------------------------------------------------
          Class AF-[1A]...........         _____%             _____%
          ------------------------------------------------------------------
          Class AF-[1B]...........
          ------------------------------------------------------------------
          Class 1-AV-[1]..........
          ------------------------------------------------------------------
          Class 1-AV-[2]..........
          ------------------------------------------------------------------
          Class 2-AV-[1]..........
          ------------------------------------------------------------------
          Class MV-[1]............
          ------------------------------------------------------------------
          Class MV-[2]............
          ------------------------------------------------------------------
          Class MV-[3]............
          ------------------------------------------------------------------
          Class BV................
          ------------------------------------------------------------------

(1)      For any Accrual Period relating to any Distribution Date occurring on
         or prior to the Optional Termination Date.
(2)      For any Accrual Period relating to any Distribution Date occurring
         after the Optional Termination Date.

          Master Servicer: [Countrywide Home Loans Servicing LP, a Texas
limited partnership,] and its successors and assigns, in its capacity as
master servicer hereunder.

          Master Servicer Advance Date: As to any Distribution Date, the
Business Day immediately preceding such Distribution Date.

          Master Servicer Prepayment Charge Payment Amount: The amounts (i)
payable by the Master Servicer in respect of any Prepayment Charges waived
other than in accordance with the standard set forth in the first sentence of
Section 3.20(a), or (ii) collected from the Master Servicer in respect of a
remedy for the breach of the representation made by CHL set forth in Section
3.20(c).

          Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, the maximum rate of interest set forth as such in the related Mortgage
Note.

          Maximum Rate: (a) With respect to the Class AF-[1A] Certificates,
the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
Subgroup [F1], (b) with respect to the Class AF-[1B] Certificates, ____%, (c)
with respect to the Class 1-AV-[1] and Class 1-AV-[2] Certificates, the
weighted average Adjusted Maximum Mortgage Rate of the Mortgage Loans in Loan
Subgroup [A1], (d) with respect to the Class 2-AV-[1] Certificates, the
weighted average Adjusted Maximum Mortgage Rate of the Mortgage Loans in Loan
Subgroup [A2] and (with respect to the Adjustable Rate Subordinate
Certificates, the weighted average Adjusted Maximum Mortgage Rate of the
Adjustable Rate Mortgage Loans, weighted on the basis of, in the case of (i)
the Subgroup [A1] Mortgage Loans, the excess of the outstanding



                                      31
<PAGE>


Principal Balance of the Subgroup [A1] Mortgage Loans over the then
outstanding Certificate Principal Balances of the Class 1-AV-[1] and Class
1-AV-[2] Certificates and (ii) the Subgroup [A2] Mortgage Loans, the excess of
the outstanding Principal Balance of the Subgroup [A2] Mortgage Loans over the
then outstanding Certificate Principal Balances of the Class 2-AV-[1]
Certificates adjusted, in the case of the rate calculated by each of clause
(a), (c), (d) and (e) above to an effective rate reflecting the calculation of
interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year.

          MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any
successor thereto.

          MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS(R) System.

          MERS(R) System: The system of recording transfers of mortgages
electronically maintained by MERS.

          MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

          Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, the minimum rate of interest set forth as such in the related Mortgage
Note.

          Modified Mortgage Loan: As defined in Section 3.12(a).

          MOM Loan: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns.

          Monthly Payment: With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is
payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation
and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any
reduction in the amount of interest collectible from the related Mortgagor
pursuant to the Relief Act; (b) without giving effect to any extension granted
or agreed to by the Master Servicer pursuant to Section 3.05(a); and (c) on
the assumption that all other amounts, if any, due under such Mortgage Loan
are paid when due.

          Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.

          Moody's: Moody's Investors Service, Inc. and its successors.

          Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on or first priority ownership interest, or creating a second lien
on or second priority ownership interest, as applicable, in an estate in fee
simple in real property securing a Mortgage Note.

          Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents
delivered to the Co-Trustee to be added to the Mortgage File pursuant to this
Agreement.



                                      32
<PAGE>


          Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Master Servicer to reflect the deletion of Deleted
Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the
provisions of this Agreement transferred to the Trustee as part of the Trust
Fund and from time to time subject to this Agreement, attached hereto as
Exhibit F-1, setting forth in the following information with respect to each
Mortgage Loan:

               (i) the loan number;

               (ii) the Loan Subgroup;

               (iii) the Appraised Value;

               (iv) the Initial Mortgage Rate;

               (v) the maturity date;

               (vi) the original principal balance;

               (vii) the Cut-off Date Principal Balance;

               (viii) the first payment date of the Mortgage Loan;

               (ix) the Scheduled Payment in effect as of the Cut-off Date;

               (x) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as
          applicable, at origination;

               (xi) a code indicating whether the residential dwelling at the
          time of origination was represented to be owner-occupied;

               (xii) a code indicating whether the residential dwelling is
          either (a) a detached single family dwelling, (b) a two-family
          residential property, (c) a three-family residential property, (d) a
          four-family residential property, (e) planned unit development, (f)
          a low-rise condominium unit, (g) a high-rise condominium unit or (h)
          manufactured housing;

               (xiii) a code indicating whether such Mortgage Loan is a Credit
          Comeback Loan;

               (xiv) the rate for the Mortgage Insurance Premium, if
          applicable;

               (xv) [reserved];

               (xvi) the purpose of the Mortgage Loan; and

               (xvii) with respect to each Adjustable Rate Mortgage Loan:

               (a) the frequency of each Adjustment Date;



                                      33
<PAGE>


               (b) the next Adjustment Date;

               (c) the Maximum Mortgage Rate

               (d) the Minimum Mortgage Rate;

               (e) the Mortgage Rate as of the Cut-off Date;

               (f) the related Periodic Rate Cap;

               (g) the Gross Margin; and

               (xviii) a code indicating whether the Mortgage Loan is a CHL
          Mortgage Loan or a Liquidity Trust Mortgage Loan;

               (xix) premium rate for any lender-paid mortgage insurance, if
          applicable; and

               (xx) a code indicating whether the Mortgage Loan is a Fixed
          Rate Mortgage Loan or an Adjustable Rate Mortgage Loan.

Such schedule shall also set forth the total of the amounts described under
(vii) above for all of the Mortgage Loans and for each Loan Subgroup.

          Mortgage Loans: Such of the Subgroup [F1] Mortgage Loans, Subgroup
[F2] Mortgage Loans, Subgroup [A1] Mortgage Loans and Subgroup [A2] Mortgage
Loans transferred and assigned to the Trustee pursuant to the provisions
hereof as from time to time are held as part of the Trust Fund (including any
REO Property), the mortgage loans so held being identified in the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of title of
the related Mortgaged Property. Any mortgage loan that was intended by the
parties hereto to be transferred to the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not so transferred for any reason,
including a breach of the representation contained in Section 2.02 hereof,
shall continue to be a Mortgage Loan hereunder until the Purchase Price with
respect thereto has been paid to the Trust Fund.

          Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

          Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.

          Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time; provided, however, the Mortgage Rate for each Credit
Comeback Loan shall be treated for all purposes of payments on the
Certificates, including the calculation of the Pass-Through Rates, the Maximum
Rate and the Net Rate Cap, as reduced by ____% on the Due Date following the
end of each of the first four annual periods after the origination date,
irrespective of whether the Mortgagor qualifies for the reduction by having a
good payment history.



                                      34
<PAGE>


          Mortgaged Property: The underlying property securing a Mortgage
Loan.

          Mortgagor: The obligors on a Mortgage Note.

          NAS Factor: For any Distribution Date set forth below, the
percentage set forth in the following table:

          Distribution Date                                       Percentage
          -----------------------------------------------       --------------
          __________ 200_ -- __________ 200_.............            ___%
          __________ 200_ -- __________ 200_.............            ___%
          __________ 200_ -- __________ 200_.............            ___%
          __________ 200_ -- __________ 200_.............            ___%
          __________ 200_ and thereafter.................            ___%

          NAS Principal Distribution Amount: For any Distribution Date, an
amount equal to the product of (i) the Class AF-_ Portion for such
Distribution Date, (ii) the Principal Distribution Amounts for the Fixed Rate
Mortgage Loans or the Class AF Principal Distribution Amount, as applicable,
for such Distribution Date and (iii) the NAS Factor for such Distribution
Date.

          Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the Servicing Fee Rate.

          Net Rate Cap: (i) With respect to the Class AF-[1A] Certificates,
the Class AF-[1A] Net Rate Cap, (ii) with respect to the Class AF-[1B]
Certificates, the Class AF-[1B] Net Rate Cap, (iii) with respect to the Class
AF-_ Certificates, the Class AF-_ Net Rate Cap, (iv) with respect to the Class
1-AV-[1] Certificates, the Class 1-AV-[1] Net Rate Cap, (v) with respect to
the Class 1-AV-[2] Certificates, the Class 1-AV-[2] Net Rate Cap, (vi) with
respect to the Class 2-AV-[1] Certificates, the Class 2-AV-[1] Net Rate Cap,
(vii) with respect to the Fixed Rate Subordinate Certificates, the Fixed Rate
Subordinate Net Rate Cap and (viii) with respect to the Adjustable Rate
Subordinate Certificates, the Adjustable Rate Subordinate Net Rate Cap.

          Net Rate Carryover: For any Class of Interest Bearing Certificates
and any Distribution Date on which the Pass-Through Rate for such Class is
based upon the applicable Net Rate Cap, the sum of (A) the excess of (i) the
amount of interest that such Class would otherwise have accrued for such
Distribution Date had the Pass-Through Rate for such Class not been determined
based on the applicable Net Rate Cap, up to but not exceeding the applicable
Maximum Rate, if any, over (ii) the amount of interest accrued on such Class
at the applicable Net Rate Cap for such Distribution Date and (B) the Net Rate
Carryover for such Class for all previous Distribution Dates not previously
paid pursuant to Section 4.04, together with interest thereon at the then
applicable Pass-Through Rate for such Class, without giving effect to the
applicable Net Rate Cap, up to but not exceeding the Maximum Rate, if
applicable.

          NIM Insurer: Any insurer guarantying at the request of CHL certain
payments under notes backed or secured by the Class C or Class P Certificates.

          Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.



                                      35
<PAGE>


          Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Master Servicer that, in the good faith judgment of
the Master Servicer, will not or, in the case of a current delinquency, would
not, be ultimately recoverable by the Master Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise.

          Officer's Certificate: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or
one of the Assistant Treasurers or Assistant Secretaries of the Depositor,
(ii) in the case of the Master Servicer, signed by the President, an Executive
Vice President, a Vice President, an Assistant Vice President, the Treasurer,
or one of the Assistant Treasurers or Assistant Secretaries of Countrywide GP,
Inc., its general partner or (iii) if provided for in this Agreement, signed
by a Servicing Officer, as the case may be, and delivered to the Depositor and
the Trustee, as the case may be, as required by this Agreement.

          One-Month LIBOR: With respect to any Accrual Period for the
Adjustable Rate Certificates, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the rate for U.S. dollar
deposits for one month that appears on Telerate Screen Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date; provided that the
parties hereto acknowledge that One-Month LIBOR calculated for the first
Accrual Period for the Adjustable Rate Certificates shall equal ________% per
annum. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered,
such other service for displaying One-Month LIBOR or comparable rates as may
be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Accrual Period for the Adjustable Rate Certificates will be the Reference Bank
Rate. If no such quotations can be obtained by the Trustee and no Reference
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to
the preceding Accrual Period for the Adjustable Rate Certificates.

          Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or the Master Servicer, reasonably acceptable to each
addressee of such opinion; provided that with respect to Section 6.04 or
10.01, or the interpretation or application of the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor and the Master
Servicer, (ii) not have any direct financial interest in the Depositor or the
Master Servicer or in any affiliate of either, and (iii) not be connected with
the Depositor or the Master Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.

          Optional Termination: The termination of the Trust Fund provided
hereunder pursuant to the purchase of the Mortgage Loans pursuant to the last
sentence of Section 9.01 hereof.

          Optional Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans is less than or equal
to [10]% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date.



                                      36
<PAGE>


          Original Value: The value of the property underlying a Mortgage Loan
based, in the case of the purchase of the underlying Mortgaged Property, on
the lower of an appraisal satisfactory to the Master Servicer or the sales
price of such property or, in the case of a refinancing, on an appraisal
satisfactory to the Master Servicer.

          OTS: The Office of Thrift Supervision.

          Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

               (i) Certificates theretofore canceled by the Trustee or
          delivered to the Trustee for cancellation; and

               (ii) Certificates in exchange for which or in lieu of which
          other Certificates have been executed and delivered by the Trustee
          pursuant to this Agreement.

          Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan with a Stated Principal Balance greater than zero that was not the
subject of a Principal Prepayment in full, and that did not become a
Liquidated Mortgage Loan, prior to the end of the related Prepayment Period.

          Ownership Interest: As to any Certificate, any ownership interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.



                                      37
<PAGE>


          Pass-Through Rate: With respect to any Accrual Period and each Class
of Adjustable Rate Certificates the lesser of (x) One-Month LIBOR for such
Accrual Period plus the Margin for such Class and Accrual Period and (y) the
applicable Net Rate Cap for such Class and the related Distribution Date. With
respect to any Accrual Period and each Class of Fixed Rate Certificates, the
lesser of (x) the per annum rate set forth in the following table for such
Class and Accrual Period and (y) the applicable Net Rate Cap for such Class
and the related Distribution Date.

          -------------------------------------------------------------------
                                     Pass-Through         Pass-Through
                  Class                Rate (1)             Rate (2)
          -------------------------------------------------------------------
                   AF-_                 ____%                   ____%
          -------------------------------------------------------------------
                   AF-_                 ____%                   ____%
          -------------------------------------------------------------------
                   AF-_                 ____%                   ____%
          -------------------------------------------------------------------
                   AF-_                 ____%                   ____%
          -------------------------------------------------------------------
                   AF-_                 ____%                   ____%
          -------------------------------------------------------------------
                  MF-[1]                ____%                   ____%
          -------------------------------------------------------------------
                  MF-[2]                ____%                   ____%
          -------------------------------------------------------------------
                  MF-[3]                ____%                   ____%
          -------------------------------------------------------------------
                    BF                  ____%                   ____%
          -------------------------------------------------------------------

          -------------------------------------------------------------------

(1)  For any Accrual Period relating to any Distribution Date occurring on or
prior to the Optional Termination Date.

(2)  For any Accrual Period relating to any Distribution Date occurring after
the Optional Termination Date.

          Percentage Interest: With respect to any Interest Bearing
Certificate, a fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance represented by such Certificate and the
denominator of which is the aggregate Certificate Principal Balance of the
related Class. With respect to the Class C, Class P and Class A-R
Certificates, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate.

          Periodic Rate Cap: As to substantially all Adjustable Rate Mortgage
Loans and the related Mortgage Notes, the provision therein that limits
permissible increases and decreases in the Mortgage Rate on any Adjustment
Date to not more than two percentage points.

          Permitted Investments: At any time, any one or more of the following
obligations and securities:

               (i) obligations of the United States or any agency thereof,
          provided such obligations are backed by the full faith and credit of
          the United States;

               (ii) general obligations of or obligations guaranteed by any
          state of the United States or the District of Columbia receiving the
          highest long-term debt rating of each Rating Agency, or such lower
          rating as each Rating Agency has confirmed in writing is sufficient
          for the ratings originally assigned to the Certificates by such
          Rating Agency;



                                      38
<PAGE>


               (iii) commercial or finance company paper which is then
          receiving the highest commercial or finance company paper rating of
          each Rating Agency, or such lower rating as each Rating Agency has
          confirmed in writing is sufficient for the ratings originally
          assigned to the Certificates by such Rating Agency;

               (iv) certificates of deposit, demand or time deposits, or
          bankers' acceptances issued by any depository institution or trust
          company incorporated under the laws of the United States or of any
          state thereof and subject to supervision and examination by federal
          and/or state banking authorities, provided that the commercial paper
          and/or long term unsecured debt obligations of such depository
          institution or trust company (or in the case of the principal
          depository institution in a holding company system, the commercial
          paper or long-term unsecured debt obligations of such holding
          company, but only if Moody's is not a Rating Agency) are then rated
          one of the two highest long-term and the highest short-term ratings
          of each such Rating Agency for such securities, or such lower
          ratings as each Rating Agency has confirmed in writing is sufficient
          for the ratings originally assigned to the Certificates by such
          Rating Agency;

               (v) repurchase obligations with respect to any security
          described in clauses (i) and (ii) above, in either case entered into
          with a depository institution or trust company (acting as principal)
          described in clause (iv) above;

               (vi) securities (other than stripped bonds, stripped coupons or
          instruments sold at a purchase price in excess of 115% of the face
          amount thereof) bearing interest or sold at a discount issued by any
          corporation incorporated under the laws of the United States or any
          state thereof which, at the time of such investment, have one of the
          two highest long term ratings of each Rating Agency (except (x) if
          the Rating Agency is Moody's, such rating shall be the highest
          commercial paper rating of S&P for any such securities) and (y), or
          such lower rating as each Rating Agency has confirmed in writing is
          sufficient for the ratings originally assigned to the Certificates
          by such Rating Agency;

               (vii) interests in any money market fund which at the date of
          acquisition of the interests in such fund and throughout the time
          such interests are held in such fund has the highest applicable long
          term rating by each Rating Agency or such lower rating as each
          Rating Agency has confirmed in writing is sufficient for the ratings
          originally assigned to the Certificates by such Rating Agency;

               (viii) short term investment funds sponsored by any trust
          company or national banking association incorporated under the laws
          of the United States or any state thereof which on the date of
          acquisition has been rated by each Rating Agency in their respective
          highest applicable rating category or such lower rating as each
          Rating Agency has confirmed in writing is sufficient for the ratings
          originally assigned to the Certificates by such Rating Agency; and

               (ix) such other relatively risk free investments having a
          specified stated maturity and bearing interest or sold at a discount
          acceptable to each Rating



                                      39
<PAGE>


          Agency as will not result in the downgrading or withdrawal of the
          rating then assigned to the Certificates by any Rating Agency, as
          evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no
such instrument shall be a Permitted Investment (A) if such instrument
evidences principal and interest payments derived from obligations underlying
such instrument and the interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to maturity at
par of such underlying obligations, or (B) if it may be redeemed at a price
below the purchase price (the foregoing clause (B) not to apply to investments
in units of money market funds pursuant to clause (vii) above); provided
further that no amount beneficially owned by any REMIC (including, without
limitation, any amounts collected by the Master Servicer but not yet deposited
in the Certificate Account) may be invested in investments (other than money
market funds) treated as equity interests for Federal income tax purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at the expense
of Master Servicer, to the effect that such investment will not adversely
affect the status of any such REMIC as a REMIC under the Code or result in
imposition of a tax on any such REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.

          Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the



                                      40
<PAGE>


Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by such government unit.

          Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

          Pool Stated Principal Balance: The aggregate of the Stated Principal
Balances of the Mortgage Loans which were Outstanding Mortgage Loans.

          Prepayment Assumption: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the Certificates.

          Prepayment Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan within the related Prepayment Charge Period in accordance with
the terms thereof (other than any Master Servicer Prepayment Charge Payment
Amount).

          Prepayment Charge Guarantor: [Countrywide Home Loans, Inc.], as
guarantor under the Guaranty.

          Prepayment Charge Guaranty Payment Amount: The amount due under the
Guaranty which the Prepayment Charge Guarantor is required to remit pursuant
to the terms of the Guaranty.

          Prepayment Charge Period: with respect to any to any Mortgage Loan,
the period of time during which a Prepayment Charge may be imposed.

          Prepayment Charge Schedule: As of the Cut-off Date with respect to
each Mortgage Loan, a list attached hereto as Schedule I (including the
Prepayment Charge Summary attached thereto), setting forth the following
information with respect to each Prepayment Charge:

               (i) the Mortgage Loan identifying number;

               (ii) a code indicating the type of Prepayment Charge;

               (iii) the state of origination of the related Mortgage Loan;

               (iv) the date on which the first monthly payment was due on the
          related Mortgage Loan;

               (v) the term of the related Prepayment Charge; and

               (vi) the principal balance of the related Mortgage Loan as of
          the Cut-off Date.



                                      41
<PAGE>


          As of the Closing Date, the Prepayment Charge Schedule shall contain
the necessary information for each Mortgage Loan. The Prepayment Charge
Schedule shall be amended from time to time by the Master Servicer in
accordance with the provisions of this Agreement and a copy of each related
amendment shall be furnished by the Master Servicer to the Class P and Class C
Certificateholders and the NIM Insurer.

          Prepayment Interest Excess: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment during
the period from the related Due Date to the end of the related Prepayment
Period, any payment of interest received in connection therewith (net of any
applicable Servicing Fee) representing interest accrued for any portion of
such month of receipt.

          Prepayment Interest Shortfall: With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a partial Principal
Prepayment or a Principal Prepayment in full during the period from the
beginning of the related Prepayment Period to the Due Date in such Prepayment
Period (other than a Principal Prepayment in full resulting from the purchase
of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or 9.01 hereof)
and for each Mortgage Loan that became a Liquidated Mortgage Loan during the
related Due Period, the amount, if any, by which (i) one month's interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of such
Mortgage Loan immediately prior to such prepayment (or liquidation) or in the
case of a partial Principal Prepayment on the amount of such prepayment (or
Liquidation Proceeds) exceeds (ii) the amount of interest paid or collected in
connection with such Principal Prepayment or such Liquidation Proceeds.

          Prepayment Period: As to any Distribution Date and related Due Date,
the period beginning with the opening of business on the ____________ day of
the calendar month preceding the month in which such Distribution Date occurs
(or, with respect to the first Distribution Date, the period from __________,
200_) and ending on the close of business on the __________ day of the month
in which such Distribution Date occurs.

          Prime Rate: The prime commercial lending rate of _______________, as
publicly announced to be in effect from time to time. The Prime Rate shall be
adjusted automatically, without notice, on the effective date of any change in
such prime commercial lending rate. The Prime Rate is not necessarily
_______________'s lowest rate of interest.

          Principal Distribution Amount: With respect to each Distribution
Date and a Loan Subgroup, the sum of (i) the Principal Remittance Amount for
such Loan Subgroup for such Distribution Date and (ii) the Extra Principal
Distribution Amount for such Loan Subgroup for such Distribution Date.

          Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01
hereof) that is received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of
prepayment. Partial Principal Prepayments shall be applied by the Master
Servicer in accordance with the terms of the related Mortgage Note.



                                      42
<PAGE>


          Principal Reduction: For any Distribution Date and for each Loan
Subgroup, the sum of the Principal Remittance Amount and any Realized Losses
from the Mortgage Loans in the related Loan Subgroup, less any Subsequent
Recoveries from the Mortgage Loans in the related Loan Subgroup. Principal
Reductions shall consist proportionately of principal allocations comprising
the Principal Remittance Amount and Realized Losses, and the REMIC 1 Interest
allocated a principal payment shall receive such payment on such Distribution
Date and shall have its principal balance reduced by an allocation of Realized
Losses.

          Principal Relocation Payment: A payment from any Loan Subgroup to a
REMIC 1 Regular Interest other than a Regular Interest corresponding to that
Loan Subgroup as provided in the Preliminary Statement. Principal Relocation
Payments shall be made of principal allocations comprising the Principal
Remittance Amount from a Loan Subgroup and shall include a proportionate
allocation of Realized Losses from the Mortgage Loans of such Loan Subgroup.

          Principal Remittance Amount: With respect to the Mortgage Loans in
each Loan Subgroup and any Distribution Date, (a) the sum, without
duplication, of: (i) the scheduled principal collected with respect to the
Mortgage Loans during the related Due Period or advanced on or before _____
p.m. Pacific time on the related Master Servicer Advance Date, (ii) Principal
Prepayments collected in the related Prepayment Period, with respect to the
Mortgage Loans, (iii) the Stated Principal Balance of each Mortgage Loan that
was repurchased by a Seller or purchased by the Master Servicer with respect
to such Distribution Date, (iv) the amount, if any, by which the aggregate
unpaid principal balance of any Replacement Mortgage Loans is less than the
aggregate unpaid principal balance of any Deleted Mortgage Loans delivered by
the Sellers in connection with a substitution of a Mortgage Loan and (v) all
Liquidation Proceeds (to the extent such Liquidation Proceeds related to
principal) and Subsequent Recoveries collected during the related Due Period;
less (b) all Nonrecoverable Advances relating to principal and certain
expenses reimbursable pursuant to Section 6.03 and reimbursed during the
related Due Period.

          Principal Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 3.08 in the name of
the Trustee for the benefit of the Certificateholders and designated
"__________________ in trust for registered holders of CWHEQ, Inc.,
Asset-Backed Certificates, Series 200_-_". Funds in the Principal Reserve Fund
shall be held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.

          Private Certificates: The Class C and Class P Certificates.

          Prospectus: The prospectus dated _____________, 200_, relating to
mortgage pass-through certificates to be sold by the Depositor.

          Prospectus Supplement: The prospectus supplement dated __________,
200_, relating to the public offering of the certain Classes of Certificates
offered thereby.

          PTCE 95-60: As defined in Section 5.02(b).

          PUD: A Planned Unit Development.



                                      43
<PAGE>


          Purchase Price: With respect to any Mortgage Loan (x) required to be
(1) repurchased by a Seller or purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased
by the Depositor pursuant to Section 2.04 hereof, or (y) that the Master
Servicer has a right to purchase pursuant to Section 3.12 hereof, an amount
equal to the sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the Master
Servicer, the Stated Principal Balance) of the Mortgage Loan as of the date of
such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate
(or, if such purchase or repurchase, as the case may be, is effected by the
Master Servicer, at the Net Mortgage Rate)from (a) the date through which
interest was last paid by the Mortgagor (or, if such purchase or repurchase,
as the case may be, is effected by the Master Servicer, the date through which
interest was last advanced and not reimbursed by the Master Servicer) to (b)
the Due Date in the month in which the Purchase Price is to be distributed to
Certificateholders and (iii) any costs, expenses and damages incurred by the
Trust Fund resulting from any violation of any predatory or abusive lending
law in connection with such Mortgage Loan.

          Rating Agency: _____, ____ and ____. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

          Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of such Liquidated Mortgage Loan as of the date of such
liquidation, minus (ii) the Liquidation Proceeds, if any, received in
connection with such liquidation during the month in which such liquidation
occurs, to the extent applied as recoveries of principal of the Liquidated
Mortgage Loan. With respect to each Mortgage Loan that has become the subject
of a Deficient Valuation, (i) if the value of the related Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, the
amount by which the value of the Mortgaged Property was reduced below the
principal balance of the related Mortgage Note, and (ii) if the principal
amount due under the related Mortgage Note has been reduced, the difference
between the principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of the Mortgage
Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan
that has become the subject of a Debt Service Reduction and any Distribution
Date, the amount, if any, by which the related Scheduled Payment was reduced.

          Record Date: With respect to any Distribution Date and the
Adjustable Rate Certificates, the Business Day immediately preceding such
Distribution Date, or if such Certificates are no longer Book-Entry
Certificates, the last Business Day of the month preceding the month of such
Distribution Date. With respect to the Fixed Rate Certificates and the Class
A-R, Class C and Class P Certificates, the last Business Day of the month
preceding the month of a Distribution Date.

          Reference Bank Rate: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple
of 0.03125%) of the offered rates



                                      44
<PAGE>


for United States dollar deposits for one month that are quoted by the
Reference Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of one month in amounts approximately equal to the outstanding aggregate
Certificate Principal Balance of the Adjustable Rate Certificates on such
Interest Determination Date, provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear, the Reference Bank
Rate will be the arithmetic mean (rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%) of the rates quoted by one or more major
banks in New York City, selected by the Trustee, as of 11:00 a.m., New York
City time, on such date for loans in U.S. dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Adjustable Rate Certificates on such
Interest Determination Date.

          Reference Banks: ______, ______ and ______, provided that if any of
the foregoing banks are not suitable to serve as a Reference Bank, then any
leading banks selected by the Trustee which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, England, (ii) not controlling, under
the control of or under common control with the Depositor, CHL or the Master
Servicer and (iii) which have been designated as such by the Trustee.

          Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.

          Regular Certificate: Any Certificate other than the Class A-R
Certificates.

          Relief Act: The Servicemembers Civil Relief Act.

          REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits which appear at section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.

          Remittance Report: A report prepared by the Master Servicer and
delivered to the Trustee and the NIM Insurer in accordance with Section 4.04.

          REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

          Replacement Mortgage Loan: A Mortgage Loan substituted by a Seller
for a Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed in a Request for File Release, (i) have a Stated Principal Balance,
after deduction of the principal portion of the Scheduled Payment due in the
month of substitution, not in excess of, and not less than 90% of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) with respect to any Fixed
Rate Mortgage Loan, have a Mortgage Rate not less than or no more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan and, with
respect to any Adjustable Rate Mortgage Loan: (a) have a Maximum Mortgage Rate
no more than 1% per annum higher or lower than the Maximum Mortgage Rate of
the Deleted Mortgage Loan; (b) have a Minimum Mortgage Rate no more than 1%
per annum higher or lower than the Minimum Mortgage Rate of the Deleted
Mortgage Loan; (c) have the same Index, Periodic Rate Cap and intervals
between



                                      45
<PAGE>


Adjustment Dates as that of the Deleted Mortgage Loan; and (d) have a Gross
Margin not more than 1% per annum higher or lower than that of the Deleted
Mortgage Loan; (iii) have the same or higher credit quality characteristics
than that of the Deleted Mortgage Loan; (iv) be accruing interest at a rate
not more than 1% per annum higher or lower than that of the Deleted Mortgage
Loan; (v) have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as
applicable, no higher than that of the Deleted Mortgage Loan; (vi) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (vii) not permit conversion of the
Mortgage Rate from a fixed rate to a variable rate or vice versa; (viii)
provide for a Prepayment Charge on terms substantially similar to those of the
Prepayment Charge, if any, of the Deleted Mortgage Loan; (ix) constitute the
same lien priority as the Deleted Mortgage Loan; (x) constitute the same
occupancy type as the Deleted Mortgage Loan; and (xi) comply with each
representation and warranty set forth in Section 2.03.

          Representing Party: As defined in Section 2.03(d).

          Request for Document Release: A Request for Document Release
submitted by the Master Servicer to the Co-Trustee, substantially in the form
of Exhibit M.

          Request for File Release: A Request for File Release submitted by
the Master Servicer to the Co-Trustee, substantially in the form of Exhibit N.

          Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under
this Agreement.

          Required Secondary Carryover Reserve Fund Deposit: With respect to
any Distribution Date, an amount equal to the excess of (i) $[10,000] over
(ii) the amount of funds on deposit in the Carryover Reserve Fund.

          Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant
Secretary, any Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also to whom, with respect to a particular matter, such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          Rolling Sixty-Day Delinquency Rate: With respect to any Distribution
Date on or after the Stepdown Date and any Loan Group, the average of the
Sixty-Day Delinquency Rates for such Loan Group and such Distribution Date and
the two immediately preceding Distribution Dates.

          Rule 144A: Rule 144A under the Securities Act.

          Rule 144A Letter: As defined in Section 5.02(b).

          S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.



                                      46
<PAGE>


          Scheduled Payment: With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest due on any Due Date on such
Mortgage Loan which is payable by the related Mortgagor from time to time
under the related Mortgage Note, determined: (a) after giving effect to (i)
any Deficient Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest collectible
from the related Mortgagor pursuant to the Relief Act; (b) without giving
effect to any extension granted or agreed to by the Master Servicer pursuant
to Section 3.05(a); and (c) on the assumption that all other amounts, if any,
due under such Mortgage Loan are paid when due.

          Securities Act: The Securities Act of 1933, as amended.

          Sellers: CHL, in its capacity as seller of the CHL Mortgage Loans to
the Depositor, and the Liquidity Trust, in its capacity as seller of the
Liquidity Trust Mortgage Loans to the Depositor.

          Seller Shortfall Interest Requirement: With respect to the Master
Servicer Advance Date in ___________ 200_, the product of: (1) the excess of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off
Date, over the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-Off Date that have a scheduled payment of interest due in the related
Due Period, and (2) a fraction, the numerator of which is the weighted average
Net Mortgage Rate of the Mortgage Loans (weighted on the basis of the Stated
Principal Balances thereof for such Distribution Date) and the denominator of
which is 12.

          Senior Certificates: The Class AF-[1A], Class AF-[1B], Class
1-AV-[1], Class 1-AV-[2], Class 2-AV-[1] and Class A-R Certificates.

          Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer
of its servicing obligations hereunder, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of any REO Property and
(iv) compliance with the obligations under Section 3.10.

          Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan for the preceding Distribution
Date or, in the event of any payment of interest that accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan for the period covered
by such payment of interest.

          Servicing Fee Rate: With respect to each Mortgage Loan, ____% per
annum.

          Servicing Officer: Any officer of the Master Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans
whose name and facsimile signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer on the Closing Date pursuant
to this Agreement, as such list may from time to time be amended.



                                      47
<PAGE>


          Sixty-Day Delinquency Rate: With respect to any Distribution Date
and any Loan Group, a fraction, expressed as a percentage, the numerator of
which is the aggregate Stated Principal Balance for such Distribution Date of
all Mortgage Loans in such Loan Group 60 or more days delinquent as of the
close of business on the last day of the calendar month preceding such
Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and REO
Properties) and the denominator of which is the aggregate Stated Principal
Balance for such Distribution Date of all Mortgage Loans in such Loan Group.

          Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off Date, the unpaid principal balance
of the Mortgage Loan as of such date (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments or Liquidation Proceeds
received prior to such date and to the payment of principal due on or prior to
such date and irrespective any delinquency in payment by the related
Mortgagor, and (ii) as of any other Distribution Date, the Stated Principal
Balance of the Mortgage Loan as of its Cut-off Date, minus the sum of (a) the
principal portion of the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date
and (y) that were received by the Master Servicer as of the close of business
on the Determination Date related to such Distribution Date or with respect to
which Advances were made as of the Master Servicer Advance Date related to
such Distribution Date, (b) all Principal Prepayments with respect to such
Mortgage Loan received by the Master Servicer during each Prepayment Period
ending prior to such Distribution Date, and (c) all Liquidation Proceeds
collected with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section 3.12. The Stated
Principal Balance of any Mortgage Loan that becomes a Liquidated Mortgage Loan
will be zero on each date following the Due Period in which such Mortgage Loan
becomes a Liquidated Mortgage Loan. References herein to the Stated Principal
Balance of the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balance of all Mortgage Loans in the Trust Fund as of such time, and
references herein to the Stated Principal Balance of a Loan Subgroup at any
time shall mean the aggregate Stated Principal Balance of all Mortgage Loans
in such Loan Subgroup at such time.

          Subgroup [A1] Mortgage Loans: The group of Mortgage Loans identified
in the related Mortgage Loan Schedule as "Subgroup [A1] Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

          Subgroup [A2] Mortgage Loans: The group of Mortgage Loans identified
in the related Mortgage Loan Schedule as "Subgroup [A2] Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

          Subgroup [F1] Mortgage Loans: The group of Mortgage Loans identified
in the related Mortgage Loan Schedule as "Subgroup [F1] Mortgage Loans",
including in each case any Mortgage Loans delivered in replacement thereof.

          Subordinate Certificates: The Fixed Rate Subordinate Certificates
and the Adjustable Rate Subordinate Certificates.



                                      48
<PAGE>


          Subordinate Component Balance: For any Distribution Date and for
each Loan Subgroup, the excess of the principal balance of such Loan Subgroup
as of the [first] day of the related Due Period (after giving effect to
Principal Prepayments received in the related Prepayment Period) over the
Certificate Principal Balance of the Class AF-[1A] Certificates in the case of
Loan Subgroup [F1], the Class 1-AV Certificates in the case of Loan Subgroup
[A1] and the Class 2-AV-[1] Certificates in the case of Loan Subgroup [A2].

          Subsequent Recoveries: As to any Distribution Date, with respect to
a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior
calendar month, unexpected amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.08 and 3.12)
specifically related to such Liquidated Mortgage Loan after the classification
of such Mortgage Loan as a Liquidated Mortgage Loan.

          Subservicer: As defined in Section 3.02(a).

          Subservicing Agreement: As defined in Section 3.02(a).

          Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03(d).

          Substitution Amount: With respect to any Mortgage Loan substituted
pursuant to Section 2.03(d), the excess of (x) the principal balance of the
Mortgage Loan that is substituted for, over (y) the principal balance of the
related substitute Mortgage Loan, each balance being determined as of the date
of substitution.

          Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. Initially, this person shall be the
Trustee.

          Tax Matters Person Certificate: With respect to the Master REMIC,
REMIC 1 and REMIC 2, the Class A-R Certificate with a Denomination of $0.05
and in the form of Exhibit E hereto.

          Terminator: As defined in Section 9.01.

          Three-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage
Rate that is fixed for 36 months after origination thereof before such
Mortgage Rate becomes subject to adjustment.

          Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.

          Transfer Affidavit: As defined in Section 5.02(c).

          Transferor Certificate: As defined in Section 5.02(b).

          Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the Cut-off Date to the extent not applied in computing
the Cut-



                                      49
<PAGE>


off Date Principal Balance thereof, exclusive of interest not required to be
deposited in the Certificate Account pursuant to Section 3.05(b)(2); (ii) the
Certificate Account, the Distribution Account, the Principal Reserve Fund, the
Carryover Reserve Fund, the Credit Comeback Excess Account and all amounts
deposited therein pursuant to the applicable provisions of this Agreement;
(iii) each Corridor Contract, (iv) property that secured a Mortgage Loan and
has been acquired by foreclosure, deed in lieu of foreclosure or otherwise;
(v) the mortgagee's rights under the Insurance Policies with respect to the
Mortgage Loan; (vi) the Guaranty; and (vii) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash or other liquid
property.

          Trustee: ____________________, a ____________________, not in its
individual capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this Agreement, and any successor thereto, and
any corporation or national banking association resulting from or surviving
any consolidation or merger to which it or its successors may be a party and
any successor trustee as may from time to time be serving as successor trustee
hereunder.

          Trustee Advance Notice: As defined in Section 4.01(d).

          Trustee Advance Rate: With respect to any Advance made by the
Trustee pursuant to Section 4.01(d), a per annum rate of interest determined
as of the date of such Advance equal to the Prime Rate in effect on such date
plus ____%.

          Trustee Fee: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the Pool Stated Principal
Balance.

          Trustee Fee Rate: With respect to each Mortgage Loan, the per annum
rate agreed upon in writing on or prior to the Closing Date by the Trustee and
the Depositor, which is ____% per annum.

          Two-Year Hybrid Mortgage Loan: A Mortgage Loan having a Mortgage
Rate that is fixed for 24 months after origination thereof before such
Mortgage Rate becomes subject to adjustment.

          Underwriter's Exemption: Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of Labor.

          Underwriters: ________ and __________.

          Unpaid Realized Loss Amount: For any Class of Subordinate
Certificates and any Distribution Date, (x) the portion of the aggregate
Applied Realized Loss Amount previously allocated to that Class remaining
unpaid from prior Distribution Dates minus (y) any increase in the Certificate
Principal Balance of that Class due to the allocation of Subsequent Recoveries
to the Certificate Principal Balance of that Class pursuant to Section 4.04.

          Voting Rights: The voting rights of all the Certificates that are
allocated to any Certificates for purposes of the voting provisions hereunder.
Voting Rights allocated to each



                                      50
<PAGE>


Class of Certificates shall be allocated [95]% to the Certificates other than
the Class A-R, Class [CF], Class [CV], Class [PF] and Class [PV] Certificates
(with the allocation among the Certificates to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes), and [5]% to each of the Class
A-R, Class [CF], Class [CV], Class [PF] and Class [PV] Certificates. Voting
Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.

          Section 1.02 Certain Interpretive Provisions.

          All terms defined in this Agreement shall have the defined meanings
when used in any certificate, agreement or other document delivered pursuant
hereto unless otherwise defined therein. For purposes of this Agreement and
all such certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this Agreement, and
accounting terms partly defined in this Agreement to the extent not defined,
shall have the respective meanings given to them under generally accepted
accounting principles; (b) the words "hereof," "herein" and "hereunder" and
words of similar import refer to this Agreement (or the certificate, agreement
or other document in which they are used) as a whole and not to any particular
provision of this Agreement (or such certificate, agreement or document); (c)
references to any Section, Schedule or Exhibit are references to Sections,
Schedules and Exhibits in or to this Agreement, and references to any
paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of
such Section or definition; (d) the term "including" means "including without
limitation"; (e) references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or
regulation; (f) references to any agreement refer to that agreement as amended
from time to time; and (g) references to any Person include that Person's
permitted successors and assigns.

                                 ARTICLE II.
                         CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

          Section 2.01 Conveyance of Mortgage Loans.

          (a) Each Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the right, title and
interest of such Seller in and to the applicable Mortgage Loans, including all
interest and principal received and receivable by such Seller on or with
respect to applicable Mortgage Loans after the Cut-off Date (to the extent not
applied in computing the Cut-off Date Principal Balance thereof) or deposited
into the Certificate Account by the Master Servicer on behalf of such Seller
as part of the Initial Certificate Account Deposit as provided in this
Agreement, other than principal due on the applicable Mortgage Loans on or
prior to the Cut-off Date and interest accruing prior to the Cut-off Date.

          Immediately upon the conveyance of the Mortgage Loans referred to in
the preceding paragraph, the Depositor sells, transfers, assigns, sets over
and otherwise conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right title and interest in the Mortgage Loans.



                                      51
<PAGE>


          CHL further agrees to assign all of its right, title and interest in
and to the interest rate corridor transaction evidenced by each Confirmation,
and to cause all of its obligations in respect of such transaction to be
assumed by, the Trustee on behalf of the Trust Fund, on the terms and
conditions set forth in each Corridor Contract Assignment Agreement.

          (b) [Reserved]

          (c) Each Seller has entered into this Agreement in consideration for
the purchase of the Mortgage Loans by the Depositor and has agreed to take the
actions specified herein. The Depositor, concurrently with the execution and
delivery of this Agreement, hereby sells, transfers, assigns and otherwise
conveys to the Trustee for the use and benefit of the Certificateholders,
without recourse, all right title and interest in the portion of the Trust
Fund not otherwise conveyed to the Trustee pursuant to Sections 2.01(a).

          (d) [Reserved]

          (e) [Reserved]

          (f) [Reserved]

          (g) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered to, and deposited with, the Co-Trustee (or,
in the case of the Delay Delivery Mortgage Loans, will deliver to, and deposit
with, the Co-Trustee within the time periods specified in the definition of
Delay Delivery Mortgage Loans) (except as provided in clause (vi) below) for
the benefit of the Certificateholders, the following documents or instruments
with respect to each such Mortgage Loan so assigned (with respect to each
Mortgage Loan, clause (i) through (vi) below, together, the "Mortgage File"
for each such Mortgage Loan):

               (i) the original Mortgage Note, endorsed by the applicable
          Seller or the originator of such Mortgage Loan, without recourse, in
          the following form: "Pay to the order of ________________ without
          recourse", with all intervening endorsements that show a complete
          chain of endorsement from the originator to the applicable Seller,
          or, if the original Mortgage Note has been lost or destroyed and not
          replaced, an original lost note affidavit from the applicable
          Seller, stating that the original Mortgage Note was lost or
          destroyed, together with a copy of the related Mortgage Note;

               (ii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, the original recorded Mortgage, and in the case of
          each MERS Mortgage Loan, the original Mortgage, noting the presence
          of the MIN of the Mortgage Loan and language indicating that the
          Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
          evidence of recording indicated thereon, or a copy of the Mortgage
          certified by the public recording office in which such Mortgage has
          been recorded;

               (iii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, a duly executed assignment of the Mortgage to
          "Asset-Backed Certificates, Series 200_-_, CWHEQ, Inc., by
          ______________________, a



                                      52
<PAGE>


          ______________________, as trustee under the Pooling and Servicing
          Agreement dated as of ___________, 200_, without recourse" (each
          such assignment, when duly and validly completed, to be in
          recordable form and sufficient to effect the assignment of and
          transfer to the assignee thereof, under the Mortgage to which such
          assignment relates);

               (iv) the original recorded assignment or assignments of the
          Mortgage together with all interim recorded assignments of such
          Mortgage (noting the presence of a MIN in the case of each MERS
          Mortgage Loan);

               (v) the original or copies of each assumption, modification,
          written assurance or substitution agreement, if any; and

               (vi) the original or duplicate original lender's title policy
          or a printout of the electronic equivalent and all riders thereto
          or, in the event such original title policy has not been received
          from the insurer, such original or duplicate original lender's title
          policy and all riders thereto shall be delivered within one year of
          the Closing Date.

          In addition, in connection with the assignment of any MERS Mortgage
Loan, each Seller agrees that it will cause, at such Seller's own expense, the
MERS(R) System to indicate (and provide evidence to the Trustee that it has
done so) that such Mortgage Loans have been assigned by such Seller to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY
THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Sellers further agree that they will not, and will not
permit the Master Servicer to, and the Master Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.

          In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan a Seller cannot deliver the original recorded Mortgage or
all interim recorded assignments of the Mortgage satisfying the requirements
of clause (ii), (iii) or (iv) concurrently with the execution and delivery
hereof, such Seller shall deliver or cause to be delivered to the Co-Trustee a
true copy of such Mortgage and of each such undelivered interim assignment of
the Mortgage each certified by such Seller, the applicable title company,
escrow agent or attorney, or the originator of such Mortgage, as the case may
be, to be a true and complete copy of the original Mortgage or assignment of
Mortgage submitted for recording. For any such Mortgage Loan that is not a
MERS Mortgage Loan each Seller shall promptly deliver or cause to be delivered
to the Co-Trustee such original Mortgage and such assignment or assignments
with evidence of recording indicated thereon upon receipt thereof from the
public recording official, or a copy thereof, certified, if appropriate, by
the relevant recording office, but in no event shall any such delivery be made
later than 270 days following the Closing Date; provided that in the



                                      53
<PAGE>


event that by such date such Seller is unable to deliver or cause to be
delivered each such Mortgage and each interim assignment by reason of the fact
that any such documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the related
Mortgage has not been returned by the appropriate recording office, such
Seller shall deliver or cause to be delivered such documents to the Co-Trustee
as promptly as possible upon receipt thereof. If the public recording office
in which a Mortgage or interim assignment thereof is recorded retains the
original of such Mortgage or assignment, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office, shall satisfy a Seller's
obligations in Section 2.01. If any document submitted for recording pursuant
to this Agreement is (x) lost prior to recording or rejected by the applicable
recording office, the applicable Seller shall immediately prepare or cause to
be prepared a substitute and submit it for recording, and shall deliver copies
and originals thereof in accordance with the foregoing or (y) lost after
recording, the applicable Seller shall deliver to the Co-Trustee a copy of
such document certified by the applicable public recording office to be a true
and complete copy of the original recorded document. Each Seller shall
promptly forward or cause to be forwarded to the Co-Trustee (x) from time to
time additional original documents evidencing an assumption or modification of
a Mortgage Loan and (y) any other documents required to be delivered by the
Depositor or the Master Servicer to the Co-Trustee within the time periods
specified in this Section 2.01.

          With respect to each Mortgage Loan other than a MERS Mortgage Loan
as to which the related Mortgaged Property and Mortgage File are located in
(a) the [State of California] or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel delivered by CHL
to the Trustee, and a copy to the Rating Agencies, in lieu of recording the
assignment specified in clause (iii) above, the applicable Seller may deliver
an unrecorded assignment in blank, in form otherwise suitable for recording to
the Co-Trustee; provided that if the related Mortgage has not been returned
from the applicable public recording office, such assignment, or any copy
thereof, of the Mortgage may exclude the information to be provided by the
recording office. As to any Mortgage Loan other than a MERS Mortgage Loan, the
procedures of the preceding sentence shall be applicable only so long as the
related Mortgage File is maintained in the possession of the Co-Trustee in the
State or jurisdiction described in such sentence. In the event that with
respect to Mortgage Loans other than MERS Mortgage Loans (i) either Seller,
the Depositor or the Master Servicer gives written notice to the Trustee that
recording is required to protect the right, title and interest of the Trustee
on behalf of the Certificateholders in and to any Mortgage Loan, (ii) a court
recharacterizes the sale of the Mortgage Loans as a financing, or (iii) as a
result of any change in or amendment to the laws of the State or jurisdiction
described in the first sentence of this paragraph or any applicable political
subdivision thereof, or any change in official position regarding application
or interpretation of such laws, including a holding by a court of competent
jurisdiction, such recording is so required, the Co-Trustee shall complete the
assignment in the manner specified in clause (iii) of the second paragraph of
this Section 2.01(g) and CHL shall submit or cause to be submitted for
recording as specified above or, should CHL fail to perform such obligations,
the Trustee shall cause the Master Servicer, at the Master Servicer's expense,
to cause each such previously unrecorded assignment to be submitted for
recording as specified above. In the event a Mortgage File is released to the
Master Servicer as a result of the Master Servicer's having



                                      54
<PAGE>


completed a Request for Document Release, the Trustee shall complete the
assignment of the related Mortgage in the manner specified in clause (iii) of
the second paragraph of this Section 2.01(g).

          So long as the Co-Trustee or its agent maintains an office in the
[State of California], the Co-Trustee or its agent shall maintain possession
of and not remove or attempt to remove from the [State of California] any of
the Mortgage Files as to which the related Mortgaged Property is located in
such State. In the event that a Seller fails to record an assignment of a
Mortgage Loan as herein provided within 90 days of notice of an event set
forth in clause (i), (ii) or (iii) of the above paragraph, the Master Servicer
shall prepare and, if required hereunder, file such assignments for
recordation in the appropriate real property or other records office. Each
Seller hereby appoints the Master Servicer (and any successor servicer
hereunder) as its attorney-in-fact with full power and authority acting in its
stead for the purpose of such preparation, execution and filing.

          In the case of Mortgage Loans that become the subject of a Principal
Prepayment between the Closing Date and the Cut-off Date, CHL shall deposit or
cause to be deposited in the Certificate Account the amount required to be
deposited therein with respect to such payment pursuant to Section 3.05
hereof.

          Notwithstanding anything to the contrary in this Agreement, within
thirty days after the Closing Date, CHL (on behalf of each Seller) shall
either (i) deliver to the Co-Trustee the Mortgage File as required pursuant to
this Section 2.01 for each Delay Delivery Mortgage Loan or (ii) (A) repurchase
the Delay Delivery Mortgage Loan or (B) substitute the Delay Delivery Mortgage
Loan for a Replacement Mortgage Loan, which repurchase or substitution shall
be accomplished in the manner and subject to the conditions set forth in
Section 2.03, provided that if CHL fails to deliver a Mortgage File for any
Delay Delivery Mortgage Loan within the period provided in the prior sentence,
the cure period provided for in Section 2.02 or in Section 2.03 shall not
apply to the initial delivery of the Mortgage File for such Delay Delivery
Mortgage Loan, but rather CHL shall have five (5) Business Days to cure such
failure to deliver. CHL shall promptly provide each Rating Agency with written
notice of any cure, repurchase or substitution made pursuant to the proviso of
the preceding sentence. On or before the thirtieth (30th) day (or if such
thirtieth day is not a Business Day, the succeeding Business Day) after the
Closing Date, the Trustee shall, in accordance with the provisions of Section
2.02, send a Delay Delivery Certification substantially in the form annexed
hereto as Exhibit G-3 (with any applicable exceptions noted thereon) for all
Delay Delivery Mortgage Loans delivered within thirty (30) days after such
date. The Trustee will promptly send a copy of such Delay Delivery
Certification to each Rating Agency.

          Section 2.02 Acceptance by Trustee of the Mortgage Loans.

          (a) The Co-Trustee acknowledges receipt, subject to the limitations
contained in and any exceptions noted in the Initial Certification in the form
annexed hereto as Exhibit G-1 and in the list of exceptions attached thereto,
of the documents referred to in clauses (i) and (iii) of Section 2.01(g) above
with respect to the Mortgage Loans and all other assets included in the Trust
Fund and declares that it holds and will hold such documents and the other
documents delivered to it constituting the Mortgage Files, and that it holds
or will hold such other assets



                                      55
<PAGE>


included in the Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders.

          The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Master Servicer and CHL (on behalf of each Seller) an Initial
Certification substantially in the form annexed hereto as Exhibit G-1 to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), the
documents described in Section 2.01(g)(i) and, in the case of each Mortgage
Loan that is not a MERS Mortgage Loan, the documents described in Section
2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's
possession and based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and relate to
such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days
after the Closing Date to the Depositor, the Master Servicer and CHL (on
behalf of each Seller) an Interim Certification substantially in the form
annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in such certification as not
covered by such certification) all documents required to be delivered to the
Co-Trustee pursuant to the Agreement with respect to such Mortgage Loans are
in its possession (except those documents described in Section 2.01(g)(vi))
and based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and relate to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (ix) and (xvii) of the definition of the "Mortgage Loan
Schedule" accurately reflects information set forth in the Mortgage File. On
or before the thirtieth (30th) day after the Closing Date (or if such
thirtieth day is not a Business Day, the succeeding Business Day), the Trustee
shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each
Seller) a Delay Delivery Certification with respect to the Mortgage Loans
substantially in the form annexed hereto as Exhibit G-3, with any applicable
exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall
be under no duty or obligation to inspect, review or examine such documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.

          Not later than 180 days after the Closing Date, the Trustee shall
deliver to the Depositor, the Master Servicer and CHL (on behalf of each
Seller), and to any Certificateholder that so requests, a Final Certification
with respect to the Mortgage Loans substantially in the form annexed hereto as
Exhibit H, with any applicable exceptions noted thereon.

          In connection with the Trustee's completion and delivery of such
Final Certification, the Co-Trustee, at the Trustee's direction, shall review
each Mortgage File with respect to the Mortgage Loans to determine that such
Mortgage File contains the following documents:

               (i) the original Mortgage Note, endorsed by the applicable
          Seller or the originator of such Mortgage Loan, without recourse, in
          the following form: "Pay to the order of ________________ without
          recourse", with all intervening endorsements that show a complete
          chain of endorsement from the originator to



                                      56
<PAGE>


          such Seller, or, if the original Mortgage Note has been lost or
          destroyed and not replaced, an original lost note affidavit from
          such Seller, stating that the original Mortgage Note was lost or
          destroyed, together with a copy of the related Mortgage Note;

               (ii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, the original recorded Mortgage, and in the case of
          each Mortgage Loan that is a MERS Mortgage Loan, the original
          Mortgage, noting the presence of the MIN of the Mortgage Loan and
          language indicating that the Mortgage Loan is a MOM Loan if the
          Mortgage Loan is a MOM Loan, with evidence of recording indicated
          thereon, or a copy of the Mortgage certified by the public recording
          office in which Mortgage has been recorded;

               (iii) in the case of each Mortgage Loan that is not a MERS
          Mortgage Loan, a duly executed assignment of the Mortgage in the
          form permitted by Section 2.01;

               (iv) the original recorded assignment or assignments of the
          Mortgage together with all interim recorded assignments of such
          Mortgage (noting the presence of a MIN in the case of each MERS
          Mortgage Loan);

               (v) the original or copies of each assumption, modification,
          written assurance or substitution agreement, if any; and

               (vi) the original or duplicate original lender's title policy
          or a printout of the electronic equivalent and all riders thereto.

          If, in the course of such review, the Co-Trustee finds any document
or documents constituting a part of such Mortgage File that do not meet the
requirements of clauses (i)-(iv) and (vi) above, the Trustee shall include
such exceptions in such Final Certification (and the Trustee shall state in
such Final Certification whether any Mortgage File does not then include the
original or duplicate original lender's title policy or a printout of the
electronic equivalent and all riders thereto). If the public recording office
in which a Mortgage or assignment thereof is recorded retains the original of
such Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and
complete by such recording office, shall be deemed to satisfy the requirements
of clause (ii), (iii) or (iv) above, as applicable. CHL shall promptly correct
or cure such defect referred to above within 90 days from the date it was so
notified of such defect and, if CHL does not correct or cure such defect
within such period, CHL shall either (A) if the time to cure such defect
expires prior to the end of the second anniversary of the Closing Date,
substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03, or (B) purchase such Mortgage Loan from the Trust
Fund within 90 days from the date CHL was notified of such defect in writing
at the Purchase Price of such Mortgage Loan; provided that any such
substitution pursuant to (A) above or repurchase pursuant to (B) above shall
not be effected prior to the delivery to the Trustee of the Opinion of Counsel
required by Section 2.05 hereof and any substitution pursuant to (A) above
shall not be effected prior to the additional delivery to the Co-Trustee of a
Request



                                      57
<PAGE>


for File Release. No substitution will be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Mortgage
Loan shall be deposited by CHL in the Certificate Account and, upon receipt of
such deposit and Request for File Release with respect thereto, the Co-Trustee
shall release the related Mortgage File to CHL and shall execute and deliver
at CHL's request such instruments of transfer or assignment as CHL has
prepared, in each case without recourse, as shall be necessary to vest in CHL,
or a designee, the Trustee's interest in any Mortgage Loan released pursuant
hereto. If pursuant to the foregoing provisions CHL repurchases a Mortgage
Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to
transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations.

          The Co-Trustee shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions set forth
herein. Each Seller shall promptly deliver to the Co-Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File that come into the possession of
such Seller from time to time.

          It is understood and agreed that the obligation of the Sellers to
substitute for or to purchase any Mortgage Loan that does not meet the
requirements of Section 2.02(a) above shall constitute the sole remedy
respecting such defect available to the Trustee, the Co-Trustee, the Depositor
and any Certificateholder against the Sellers.

          It is understood and agreed that the obligation of a Seller to
substitute for or to purchase, pursuant to Section 2.02(a), any Mortgage Loan
whose Mortgage File contains any document or documents that does not meet the
requirements of clauses (i)-(iv) and (vi) above and which defect is not
corrected or cured by such Seller within 90 days from the date it was notified
of such defect, shall constitute the sole remedy respecting such defect
available to the Trustee, the Co-Trustee, the Depositor and any
Certificateholder against the Sellers.

          Section 2.03 Representations, Warranties and Covenants of the Master
                       Servicer and the Sellers.


          (a) The Master Servicer hereby represents and warrants to the
Depositor and the Trustee as follows, as of the date hereof with respect to
the Mortgage Loans:

               (1) The Master Servicer is duly organized as a [Texas limited
          partnership and is validly existing and in good standing under the
          laws of the State of Texas] and is duly authorized and qualified to
          transact any and all business contemplated by this Agreement to be
          conducted by the Master Servicer in any state in which a Mortgaged
          Property is located or is otherwise not required under applicable
          law to effect such qualification and, in any event, is in compliance
          with the doing business laws of any such state, to the extent
          necessary to ensure its ability to enforce each Mortgage Loan, to
          service the Mortgage Loans in accordance with the terms of this
          Agreement and to perform any of its other obligations under this
          Agreement in accordance with the terms hereof.



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<PAGE>


               (2) The Master Servicer has the full partnership power and
          authority to sell and service each Mortgage Loan, and to execute,
          deliver and perform, and to enter into and consummate the
          transactions contemplated by this Agreement and has duly authorized
          by all necessary partnership action on the part of the Master
          Servicer the execution, delivery and performance of this Agreement;
          and this Agreement, assuming the due authorization, execution and
          delivery hereof by the other parties hereto, constitutes a legal,
          valid and binding obligation of the Master Servicer, enforceable
          against the Master Servicer in accordance with its terms, except
          that (a) the enforceability hereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws relating
          to creditors' rights generally and (b) the remedy of specific
          performance and injunctive and other forms of equitable relief may
          be subject to equitable defenses and to the discretion of the court
          before which any proceeding therefor may be brought.

               (3) The execution and delivery of this Agreement by the Master
          Servicer, the servicing of the Mortgage Loans by the Master Servicer
          under this Agreement, the consummation of any other of the
          transactions contemplated by this Agreement, and the fulfillment of
          or compliance with the terms hereof are in the ordinary course of
          business of the Master Servicer and will not (A) result in a
          material breach of any term or provision of the certificate of
          limited partnership, partnership agreement or other organizational
          document of the Master Servicer or (B) materially conflict with,
          result in a material breach, violation or acceleration of, or result
          in a material default under, the terms of any other material
          agreement or instrument to which the Master Servicer is a party or
          by which it may be bound, or (C) constitute a material violation of
          any statute, order or regulation applicable to the Master Servicer
          of any court, regulatory body, administrative agency or governmental
          body having jurisdiction over the Master Servicer; and the Master
          Servicer is not in breach or violation of any material indenture or
          other material agreement or instrument, or in violation of any
          statute, order or regulation of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          it which breach or violation may materially impair the Master
          Servicer's ability to perform or meet any of its obligations under
          this Agreement.

               (4) The Master Servicer is an approved servicer of conventional
          mortgage loans for Fannie Mae and Freddie Mac and is a mortgagee
          approved by the Secretary of Housing and Urban Development pursuant
          to sections 203 and 211 of the National Housing Act.

               (5) No litigation is pending or, to the best of the Master
          Servicer's knowledge, threatened, against the Master Servicer that
          would materially and adversely affect the execution, delivery or
          enforceability of this Agreement or the ability of the Master
          Servicer to service the Mortgage Loans or to perform any of its
          other obligations under this Agreement in accordance with the terms
          hereof.

               (6) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by the Master Servicer of, or compliance by
          the Master Servicer with, this Agreement or the



                                      59
<PAGE>


          consummation of the transactions contemplated hereby, or if any such
          consent, approval, authorization or order is required, the Master
          Servicer has obtained the same.

               (7) The Master Servicer is a member of MERS in good standing,
          and will comply in all material respects with the rules and
          procedures of MERS in connection with the servicing of the Mortgage
          Loans for as long as such Mortgage Loans are registered with MERS.

          (b) [CHL] hereby represents and warrants to the Depositor and the
Trustee as follows, as of the Cut-off Date (unless otherwise indicated or the
context otherwise requires, percentages with respect to the Mortgage Loans in
the Trust Fund or in a Loan Group or Loan Subgroup are measured by the Cut-off
Date Principal Balance of the Mortgage Loans in the Trust Fund or of the
Mortgage Loans in the related Loan Group or Loan Subgroup, as applicable):

               (1) CHL is duly organized as a New York corporation and is
          validly existing and in good standing under the laws of the State of
          New York and is duly authorized and qualified to transact any and
          all business contemplated by this Agreement to be conducted by CHL
          in any state in which a Mortgaged Property is located or is
          otherwise not required under applicable law to effect such
          qualification and, in any event, is in compliance with the doing
          business laws of any such state, to the extent necessary to ensure
          its ability to enforce each Mortgage Loan, to sell the CHL Mortgage
          Loans in accordance with the terms of this Agreement and to perform
          any of its other obligations under this Agreement in accordance with
          the terms hereof.

               (2) CHL has the full corporate power and authority to sell each
          CHL Mortgage Loan, and to execute, deliver and perform, and to enter
          into and consummate the transactions contemplated by this Agreement
          and has duly authorized by all necessary corporate action on the
          part of CHL the execution, delivery and performance of this
          Agreement; and this Agreement, assuming the due authorization,
          execution and delivery hereof by the other parties hereto,
          constitutes a legal, valid and binding obligation of CHL,
          enforceable against CHL in accordance with its terms, except that
          (a) the enforceability hereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws relating
          to creditors' rights generally and (b) the remedy of specific
          performance and injunctive and other forms of equitable relief may
          be subject to equitable defenses and to the discretion of the court
          before which any proceeding therefor may be brought.

               (3) The execution and delivery of this Agreement by CHL, the
          sale of the CHL Mortgage Loans by CHL under this Agreement, the
          consummation of any other of the transactions contemplated by this
          Agreement, and the fulfillment of or compliance with the terms
          hereof are in the ordinary course of business of CHL and will not
          (A) result in a material breach of any term or provision of the
          charter or by-laws of CHL or (B) materially conflict with, result in
          a material breach, violation or acceleration of, or result in a
          material default under, the terms of any other material agreement or
          instrument to which CHL is a party or by which it may be bound, or
          (C) constitute a material violation of any statute, order or
          regulation applicable to CHL of any court, regulatory



                                      60
<PAGE>


          body, administrative agency or governmental body having jurisdiction
          over CHL; and CHL is not in breach or violation of any material
          indenture or other material agreement or instrument, or in violation
          of any statute, order or regulation of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over
          it which breach or violation may materially impair CHL's ability to
          perform or meet any of its obligations under this Agreement.

               (4) CHL is an approved seller of conventional mortgage loans
          for Fannie Mae and Freddie Mac and is a mortgagee approved by the
          Secretary of Housing and Urban Development pursuant to sections 203
          and 211 of the National Housing Act.

               (5) No litigation is pending or, to the best of CHL's
          knowledge, threatened, against CHL that would materially and
          adversely affect the execution, delivery or enforceability of this
          Agreement or the ability of CHL to sell the CHL Mortgage Loans or to
          perform any of its other obligations under this Agreement in
          accordance with the terms hereof.

               (6) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by CHL of, or compliance by CHL with, this
          Agreement or the consummation of the transactions contemplated
          hereby, or if any such consent, approval, authorization or order is
          required, CHL has obtained the same.

               (7) The information set forth on Exhibit F-1 hereto with
          respect to each Mortgage Loan is true and correct in all material
          respects as of the Closing Date.

               (8) CHL will treat the transfer of the CHL Mortgage Loans to
          the Depositor as a sale of the CHL Mortgage Loans for all tax,
          accounting and regulatory purposes.

               (9) None of the Mortgage Loans are delinquent in payment of
          principal and interest.

               (10) No Mortgage Loan that is secured by a first lien on the
          related Mortgaged Property had a Loan-to-Value Ratio at origination
          in excess of 100.00% and no Mortgage Loan that is secured by a
          second lien on the related Mortgaged Property had a Combined
          Loan-to-Value Ratio at origination in excess of 100%.

               (11) Each Subgroup [A1] Mortgage Loan and Subgroup [A2]
          Mortgage Loan is secured by a valid and enforceable first lien on
          the related Mortgaged Property and each Subgroup [F1] Mortgage Loan
          and Subgroup [F2] Mortgage Loan is secured by a valid and
          enforceable first or second lien on the related Mortgaged Property,
          in each case subject only to (1) the lien of non-delinquent current
          real property taxes and assessments, (2) covenants, conditions and
          restrictions, rights of way, easements and other matters of public
          record as of the date of recording of such Mortgage, such exceptions
          appearing of record being acceptable to mortgage lending
          institutions generally or specifically reflected in the appraisal
          made in connection with the origination of the related Mortgage
          Loan, and (3) other matters to which like properties are



                                      61
<PAGE>


          commonly subject that do not materially interfere with the benefits
          of the security intended to be provided by such Mortgage.
          Approximately the respective percentages of the Subgroup [F1]
          Mortgage Loans and the Subgroup [F2] Mortgage Loans are secured by
          second liens on the related Mortgaged Properties.

               (12) Immediately prior to the assignment of each CHL Mortgage
          Loan to the Depositor, CHL had good title to, and was the sole owner
          of, such CHL Mortgage Loan free and clear of any pledge, lien,
          encumbrance or security interest and had full right and authority,
          subject to no interest or participation of, or agreement with, any
          other party, to sell and assign the same pursuant to this Agreement.

               (13) There is no delinquent tax or assessment lien against any
          Mortgaged Property.

               (14) There is no valid offset, claim, defense or counterclaim
          to any Mortgage Note or Mortgage, including the obligation of the
          Mortgagor to pay the unpaid principal of or interest on such
          Mortgage Note.

               (15) There are no mechanics' liens or claims for work, labor or
          material affecting any Mortgaged Property that are or may be a lien
          prior to, or equal with, the lien of such Mortgage, except those
          that are insured against by the title insurance policy referred to
          in item (18) below.

               (16) As of the Closing Date, to the best of CHL's knowledge,
          each Mortgaged Property is free of material damage and is in good
          repair.

               (17) As of the Closing Date, neither CHL nor any prior holder
          of any Mortgage has modified the Mortgage in any material respect
          (except that a Mortgage Loan may have been modified by a written
          instrument that has been recorded or submitted for recordation, if
          necessary, to protect the interests of the Certificateholders and
          the original or a copy of which has been delivered to the Trustee);
          satisfied, cancelled or subordinated such Mortgage in whole or in
          part; released the related Mortgaged Property in whole or in part
          from the lien of such Mortgage; or executed any instrument of
          release, cancellation, modification (except as expressly permitted
          above) or satisfaction with respect thereto.

               (18) A lender's policy of title insurance together with a
          condominium endorsement and extended coverage endorsement, if
          applicable, in an amount at least equal to the Cut-off Date
          Principal Balance of each such Mortgage Loan or a commitment
          (binder) to issue the same was effective on the date of the
          origination of each Mortgage Loan, each such policy is valid and
          remains in full force and effect, and each such policy was issued by
          a title insurer qualified to do business in the jurisdiction where
          the Mortgaged Property is located and acceptable to Fannie Mae and
          Freddie Mac and is in a form acceptable to Fannie Mae and Freddie
          Mac, which policy insures the Sellers and successor owners of
          indebtedness secured by the insured Mortgage, as to the first
          priority lien, of the Mortgage subject to the exceptions set forth
          in paragraph (11) above; to the best of CHL's knowledge, no claims
          have been made under such mortgage



                                      62
<PAGE>


          title insurance policy and no prior holder of the related Mortgage,
          including either Seller, has done, by act or omission, anything that
          would impair the coverage of such mortgage title insurance policy.

               (19) No Mortgage Loan was the subject of a Principal Prepayment
          in full between the Closing Date and the Cut-off Date.

               (20) To the best of CHL's knowledge, all of the improvements
          that were included for the purpose of determining the Appraised
          Value of the Mortgaged Property lie wholly within the boundaries and
          building restriction lines of such property, and no improvements on
          adjoining properties encroach upon the Mortgaged Property.

               (21) To the best of CHL's knowledge, no improvement located on
          or being part of the Mortgaged Property is in violation of any
          applicable zoning law or regulation. To the best of CHL's knowledge,
          all inspections, licenses and certificates required to be made or
          issued with respect to all occupied portions of the Mortgaged
          Property and, with respect to the use and occupancy of the same,
          including but not limited to certificates of occupancy and fire
          underwriting certificates, have been made or obtained from the
          appropriate authorities, unless the lack thereof would not have a
          material adverse effect on the value of such Mortgaged Property, and
          the Mortgaged Property is lawfully occupied under applicable law.

               (22) The Mortgage Note and the related Mortgage are genuine,
          and each is the legal, valid and binding obligation of the maker
          thereof, enforceable in accordance with its terms and under
          applicable law, except that (a) the enforceability thereof may be
          limited by bankruptcy, insolvency, moratorium, receivership and
          other similar laws relating to creditors' rights generally and (b)
          the remedy of specific performance and injunctive and other forms of
          equitable relief may be subject to equitable defenses and to the
          discretion of the court before which any proceeding therefor may be
          brought. To the best of CHL's knowledge, all parties to the Mortgage
          Note and the Mortgage had legal capacity to execute the Mortgage
          Note and the Mortgage and each Mortgage Note and Mortgage have been
          duly and properly executed by such parties.

               (23) The proceeds of the Mortgage Loan have been fully
          disbursed, there is no requirement for future advances thereunder,
          and any and all requirements as to completion of any on-site or
          off-site improvements and as to disbursements of any escrow funds
          therefor have been complied with. All costs, fees and expenses
          incurred in making, or closing or recording the Mortgage Loans were
          paid.

               (24) The related Mortgage contains customary and enforceable
          provisions that render the rights and remedies of the holder thereof
          adequate for the realization against the Mortgaged Property of the
          benefits of the security, including, (i) in the case of a Mortgage
          designated as a deed of trust, by trustee's sale, and (ii) otherwise
          by judicial foreclosure.

               (25) With respect to each Mortgage constituting a deed of
          trust, a trustee, duly qualified under applicable law to serve as
          such, has been properly



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<PAGE>


          designated and currently so serves and is named in such Mortgage,
          and no fees or expenses are or will become payable by the
          Certificateholders to the trustee under the deed of trust, except in
          connection with a trustee's sale after default by the Mortgagor.

               (26) Each Mortgage Note and each Mortgage is acceptable in form
          to Fannie Mae and Freddie Mac.

               (27) There exist no deficiencies with respect to escrow
          deposits and payments, if such are required, for which customary
          arrangements for repayment thereof have not been made, and no escrow
          deposits or payments of other charges or payments due the Sellers
          have been capitalized under the Mortgage or the related Mortgage
          Note

               (28) The origination, underwriting, servicing and collection
          practices with respect to each Mortgage Loan have been in all
          respects legal, proper, prudent and customary in the mortgage
          lending and servicing business, as conducted by prudent lending
          institutions which service mortgage loans of the same type in the
          jurisdiction in which the Mortgaged Property is located.

               (29) There is no pledged account or other security other than
          real estate securing the Mortgagor's obligations.

               (30) No Mortgage Loan has a shared appreciation feature, or
          other contingent interest feature.

               (31) Each Mortgage Loan contains a customary "due on sale"
          clause.

               (32) No less than approximately the respective percentages
          specified in the Collateral Schedule of the Mortgage Loans in Loan
          Subgroup [F1], Loan Subgroup [F2], Loan Subgroup [A1] and Loan
          Subgroup [A2] are secured by single family detached dwellings. No
          more than approximately the respective percentages specified in the
          Collateral Schedule of the Mortgage Loans in Loan Subgroup [F1],
          Loan Subgroup [F2], Loan Subgroup [A1] and Loan Subgroup [A2] are
          secured by two- to four-family dwellings. No more than approximately
          the respective percentages specified in the Collateral Schedule of
          the Mortgage Loans in Loan Subgroup [F1], Loan Subgroup [F2], Loan
          Subgroup [A1] and Loan Subgroup [A2] are secured by condominium
          units. No more than the respective percentages specified in the
          Collateral Schedule of the Mortgage Loans in Loan Subgroup [F1],
          Loan Subgroup [F2], Loan Subgroup [A1] and Loan Subgroup [A2] are
          secured by manufactured housing. No more than approximately the
          respective percentages specified in the Collateral Schedule of the
          Mortgage Loans in Loan Subgroup [F1], Loan Subgroup [F2], Loan
          Subgroup [A1] and Loan Subgroup [A2] are secured by PUDs.

               (33) Each Mortgage Loan in Loan Subgroup [F1], Loan Subgroup
          [F2], Loan Subgroup [A1] and Loan Subgroup [A2] was originated on or
          after the applicable date specified in the Collateral Schedule.

               (34) Each Mortgage Loan that is an Adjustable Rate Mortgage
          Loan, other than a Two-Year Hybrid Mortgage Loan or a Three-Year
          Hybrid Mortgage Loan,



                                      64
<PAGE>


          had an initial Adjustment Date no later than the applicable date
          specified on the Collateral Schedule; each Two-Year Hybrid Mortgage
          Loan had an initial Adjustment Date no later than the applicable
          date specified on the Collateral Schedule; and each Three-Year
          Hybrid Mortgage Loan had an initial Adjustment Date no later than
          the applicable date specified on the Collateral Schedule.

               (35) Approximately the percentage specified on the Collateral
          Schedule of the Mortgage Loans in Loan Subgroup [F1], Loan Subgroup
          [F2], Loan Subgroup [A1] and Loan Subgroup [A2] provide for a
          prepayment penalty.

               (36) On the basis of representations made by the Mortgagors in
          their loan applications, no more than approximately the percentage
          specified on the Collateral Schedule of the Mortgage Loans in Loan
          Subgroup [F1], Loan Subgroup [F2], Loan Subgroup [A1] and Loan
          Subgroup [A2], respectively, are secured by investor properties, and
          no less than approximately the percentage specified on the
          Collateral Schedule of the Mortgage Loans in Loan Subgroup [F1],
          Loan Subgroup [F2], Loan Subgroup [A1] and Loan Subgroup [A2]
          respectively, are secured by owner-occupied Mortgaged Properties
          that are primary residences.

               (37) At the Cut-off Date, the improvements upon each Mortgaged
          Property are covered by a valid and existing hazard insurance policy
          with a generally acceptable carrier that provides for fire and
          extended coverage and coverage for such other hazards as are
          customary in the area where the Mortgaged Property is located in an
          amount that is at least equal to the lesser of (i) the maximum
          insurable value of the improvements securing such Mortgage Loan or
          (ii) the greater of (a) the outstanding principal balance of the
          Mortgage Loan and (b) an amount such that the proceeds of such
          policy shall be sufficient to prevent the Mortgagor and/or the
          mortgagee from becoming a co-insurer. If the Mortgaged Property is a
          condominium unit, it is included under the coverage afforded by a
          blanket policy for the condominium unit. All such individual
          insurance policies and all flood policies referred to in item (38)
          below contain a standard mortgagee clause naming the applicable
          Seller or the original mortgagee, and its successors in interest, as
          mortgagee, and the applicable Seller has received no notice that any
          premiums due and payable thereon have not been paid; the Mortgage
          obligates the Mortgagor thereunder to maintain all such insurance,
          including flood insurance, at the Mortgagor's cost and expense, and
          upon the Mortgagor's failure to do so, authorizes the holder of the
          Mortgage to obtain and maintain such insurance at the Mortgagor's
          cost and expense and to seek reimbursement therefor from the
          Mortgagor.

               (38) If the Mortgaged Property is in an area identified in the
          Federal Register by the Federal Emergency Management Agency as
          having special flood hazards, a flood insurance policy in a form
          meeting the requirements of the current guidelines of the Flood
          Insurance Administration is in effect with respect to such Mortgaged
          Property with a generally acceptable carrier in an amount
          representing coverage not less than the least of (A) the original
          outstanding principal balance of the Mortgage Loan, (B) the minimum
          amount required to compensate for damage or loss on a replacement
          cost basis, or (C) the maximum amount of insurance that is available
          under the Flood Disaster Protection Act of 1973, as amended.



                                      65
<PAGE>


               (39) To the best of CHL's knowledge, there is no proceeding
          occurring, pending or threatened for the total or partial
          condemnation of the Mortgaged Property.

               (40) There is no material monetary default existing under any
          Mortgage or the related Mortgage Note and, to the best of CHL's
          knowledge, there is no material event that, with the passage of time
          or with notice and the expiration of any grace or cure period, would
          constitute a default, breach, violation or event of acceleration
          under the Mortgage or the related Mortgage Note; and neither Seller
          has waived any default, breach, violation or event of acceleration.

               (41) Each Mortgaged Property is improved by a one- to
          four-family residential dwelling, including condominium units and
          dwelling units in PUDs. To the best of CHL's knowledge, no
          improvement to a Mortgaged Property includes a cooperative or a
          mobile home or constitutes other than real property under state law.

               (42) Each Mortgage Loan is being serviced by the Master
          Servicer.

               (43) Any future advances made prior to the Cut-off Date have
          been consolidated with the outstanding principal amount secured by
          the Mortgage, and the secured principal amount, as consolidated,
          bears a single interest rate and single repayment term reflected on
          the Mortgage Loan Schedule. The consolidated principal amount does
          not exceed the original principal amount of the Mortgage Loan. The
          Mortgage Note does not permit or obligate the Master Servicer to
          make future advances to the Mortgagor at the option of the
          Mortgagor.

               (44) All taxes, governmental assessments, insurance premiums,
          water, sewer and municipal charges, leasehold payments or ground
          rents that previously became due and owing have been paid, or an
          escrow of funds has been established in an amount sufficient to pay
          for every such item that remains unpaid and that has been assessed,
          but is not yet due and payable. Except for (A) payments in the
          nature of escrow payments, and (B) interest accruing from the date
          of the Mortgage Note or date of disbursement of the Mortgage
          proceeds, whichever is later, to the day that precedes by one month
          the Due Date of the first installment of principal and interest,
          including without limitation, taxes and insurance payments, the
          Master Servicer has not advanced funds, or induced, solicited or
          knowingly received any advance of funds by a party other than the
          Mortgagor, directly or indirectly, for the payment of any amount
          required by the Mortgage.

               (45) The Mortgage Loans originated by CHL were underwritten in
          all material respects in accordance with CHL's underwriting
          guidelines for credit blemished quality mortgage loans or, with
          respect to Mortgage Loans purchased by CHL were underwritten in all
          material respects in accordance with customary and prudent
          underwriting guidelines generally used by originators of credit
          blemished quality mortgage loans.

               (46) Prior to the approval of the Mortgage Loan application, an
          appraisal of the related Mortgaged Property was obtained from a
          qualified appraiser, duly



                                      66
<PAGE>


          appointed by the originator, who had no interest, direct or
          indirect, in the Mortgaged Property or in any loan made on the
          security thereof, and whose compensation is not affected by the
          approval or disapproval of the Mortgage Loan; such appraisal is in a
          form acceptable to Fannie Mae and Freddie Mac.

               (47) None of the Mortgage Loans is a graduated payment mortgage
          loan or a growing equity mortgage loan, and no Mortgage Loan is
          subject to a buydown or similar arrangement.

               (48) The Mortgage Rates borne by the Mortgage Loans in Loan
          Subgroup [F1], Loan Subgroup [F2], Loan Subgroup [A1] and Loan
          Subgroup [A2] as of the Cut-off Date ranged between the approximate
          per annum percentages specified on the Collateral Schedule and the
          weighted average Mortgage Rate as of the Cut-off Date was
          approximately the per annum rate specified on the Collateral
          Schedule.

               (49) [Reserved].

               (50) The Mortgage Loans were selected from among the
          outstanding one- to four-family mortgage loans in the applicable
          Seller's portfolio at the Closing Date as to which the
          representations and warranties made as to the Mortgage Loans set
          forth in this Section 2.03(b) can be made. No selection was made in
          a manner that would adversely affect the interests of
          Certificateholders.

               (51) The Gross Margins on the Mortgage Loans in Loan Subgroup
          [F1], Loan Subgroup [F2], Loan Subgroup [A1] and Loan Subgroup [A2]
          range between the approximate percentages specified on the
          Collateral Schedule, and the weighted average Gross Margin was
          approximately the percentage specified in the Collateral Schedule.

               (52) Each of the Mortgage Loans in the Mortgage Pool has a Due
          Date on or before the date specified in the Collateral Schedule.

               (53) The Mortgage Loans, individually and in the aggregate,
          conform in all material respects to the descriptions thereof in the
          Prospectus Supplement.

               (54) There is no obligation on the part of either Seller under
          the terms of the Mortgage or related Mortgage Note to make payments
          in addition to those made by the Mortgagor.

               (55) Any leasehold estate securing a Mortgage Loan has a term
          of not less than five years in excess of the term of the related
          Mortgage Loan.

               (56) Each Mortgage Loan represents a "qualified mortgage"
          within the meaning of Section 860(a)(3) of the Code (but without
          regard to the rule in Treasury Regulation ss. 1.860G-2(f)(2) that
          treats a defective obligation as a qualified mortgage, or any
          substantially similar successor provision) and applicable Treasury
          regulations promulgated thereunder.



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<PAGE>


               (57) No Mortgage Loan was either a "consumer credit contract"
          or a "purchase money loan" as such terms are defined in 16 C.F.R.
          ss. 433 nor is any Mortgage Loan a "mortgage" as defined in 15
          U.S.C. ss. 1602(aa).

               (58) To the extent required under applicable law, each
          originator and subsequent mortgagee or servicer of the Mortgage Loan
          complied with all licensing requirements and was authorized to
          transact and do business in the jurisdiction in which the related
          Mortgaged Property is located at all times when it held or serviced
          the Mortgage Loan. Any and all requirements of any federal, state or
          local laws or regulations, including, without limitation, usury,
          truth-in-lending, real estate settlement procedures, consumer credit
          protection, anti-predatory lending, fair credit reporting, unfair
          collection practice, equal credit opportunity, fair housing and
          disclosure laws and regulations, applicable to the solicitation,
          origination, collection and servicing of such Mortgage Loan have
          been complied with in all material respects; and any obligations of
          the holder of the Mortgage Note, Mortgage and other loan documents
          have been complied with in all material respects; servicing of each
          Mortgage Loan has been in accordance with prudent mortgage servicing
          standards, any applicable laws, rules and regulations and in
          accordance with the terms of the Mortgage Notes, Mortgage and other
          loan documents, whether such origination and servicing was done by
          the applicable Seller, its affiliates, or any third party which
          originated the Mortgage Loan on behalf of, or sold the Mortgage Loan
          to, any of them, or any servicing agent of any of the foregoing;

               (59) The methodology used in underwriting the extension of
          credit for the Mortgage Loan employs objective mathematical
          principles which relate the borrower's income, assets and
          liabilities to the proposed payment and such underwriting
          methodology does not rely on the extent of the borrower's equity in
          the collateral as the principal determining factor in approving such
          credit extension. Such underwriting methodology confirmed that at
          the time of origination (application/approval) the borrower had a
          reasonable ability to make timely payments on the Mortgage Loan;

               (60) No borrower was required to purchase any credit life,
          disability, accident or health insurance product as a condition of
          obtaining the extension of credit. No borrower obtained a prepaid
          single-premium credit life, disability, accident or health insurance
          policy in connection with the origination of the Mortgage Loan;

               (61) If the Mortgage Loan provides that the interest rate on
          the principal balance of the related Mortgage Loan may be adjusted,
          all of the terms of the related Mortgage pertaining to interest rate
          adjustments, payment adjustments and adjustments of the outstanding
          principal balance have been made in accordance with the terms of the
          related Mortgage Note and applicable law and are enforceable and
          such adjustments will not affect the priority of the Mortgage lien;

               (62) The Mortgaged Property complies with all applicable laws,
          rules and regulations relating to environmental matters, including
          but not limited to those relating to radon, asbestos and lead paint
          and neither Seller nor, to the best of CHL's



                                      68
<PAGE>


          knowledge, the Mortgagor, has received any notice of any violation
          or potential violation of such law;

               (63) There is no action, suit or proceeding pending, or to the
          best of CHL's knowledge, threatened or likely to be asserted with
          respect to the Mortgage Loan against or affecting either Seller
          before or by any court, administrative agency, arbitrator or
          governmental body;

               (64) No action, inaction, or event has occurred and no state of
          fact exists or has existed that has resulted or will result in the
          exclusion from, denial of, or defense to coverage under any
          applicable hazard insurance policy, irrespective of the cause of
          such failure of coverage. In connection with the placement of any
          such insurance, no commission, fee, or other compensation has been
          or will be received by CHL or any designee of CHL or any corporation
          in which CHL or any officer, director, or employee had a financial
          interest at the time of placement of such insurance;

               (65) Each Mortgage Loan has a fully assignable life of loan tax
          service contract which may be assigned without the payment of any
          fee;

               (66) No Mortgagor has notified CHL or the Master Servicer on
          CHL's behalf, and CHL has no knowledge, of any relief requested or
          allowed to a Mortgagor under the Relief Act;

               (67) Each Mortgage Loan in the Adjustable Rate Loan Group was
          originated by a savings and loan association, savings bank,
          commercial bank, credit union, insurance company, or mortgage
          banking company which is supervised and examined by a federal or
          state authority, or by a mortgagee approved by the Secretary of
          Housing and Urban Development pursuant to Sections 2.03 and 2.11 of
          the National Housing Act;

               (68) Each Mortgage Loan in the Adjustable Rate Loan Group was
          (A) originated no earlier than six months prior to the time the
          applicable Seller purchased such Mortgage Loan pursuant to a
          mortgage loan purchase agreement or other similar agreement and (B)
          underwritten or reunderwritten by the applicable Seller in
          accordance with the applicable Seller's underwriting guidelines in
          effect at the time the loan was underwritten or reunderwritten, as
          applicable;

               (69) Each Mortgage Loan, at the time it was originated and as
          of the Closing Date, complied in all material respects with
          applicable local, state and federal laws, including, but not limited
          to, all predatory and abusive lending laws;

               (70) None of the Mortgage Loans in the Fixed Rate Loan Group or
          the Adjustable Rate Loan Group are "high cost mortgages" or "high
          cost mortgage loans" under applicable state law;

               (71) Each Prepayment Charge is enforceable and was originated
          in compliance with all applicable federal, state and local laws;



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<PAGE>


               (72) None of the Mortgage Loans that are secured by property
          located in the State of Illinois are in violation of the provisions
          of the Illinois Interest Act (815 Ill. Comp. Stat. 205/0.01 (2004));

               (73) There is no Mortgage Loan in the Trust Fund that was
          originated on or after March 7, 2003, which is a "high cost home
          loan" as defined under the Georgia Fair Lending Act;

               (74) [No Mortgage Loan in the Trust Fund is a High Cost Loan or
          Covered Loan, as applicable (as such terms are defined in the
          then-current Standard & Poor's LEVELS(R) Glossary which is now
          Version 5.6 Revised, Appendix E) and no Mortgage Loan originated on
          or after October 1, 2002 through March 6, 2003 is governed by the
          Georgia Fair Lending Act;]

               (75) Each Mortgage Loan is secured by a "single family
          residence" within the meaning of Section 25(e)(10) of the Internal
          Revenue Code of 1986 (as amended) (the "Code"). The fair market
          value of the manufactured home securing each Mortgage Loan was at
          least equal to 80% of the adjusted issue price of the contract at
          either (i) the time the contract was originated (determined pursuant
          to the REMIC Provisions) or (ii) the time the contract is
          transferred to the purchaser. Each Mortgage Loan is a "qualified
          mortgage" under Section 860G(a)(3) of the Code; and

               (76) [Representations and Warraties relating to the Subgroup
          [A1] Mortgage Loans:

                    (i) Each Subgroup [A1] Mortgage Loan is in compliance with
               the anti-predatory lending eligibility for purchase
               requirements of Fannie Mae's Selling Guide.

                    (ii) No Subgroup [A1] Mortgage Loan is subject to the
               requirements of the Home Ownership and Equity Protection Act of
               1994.

                    (iii) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in the Georgia Fair Lending Act, as amended
               (the "Georgia Act"). No Subgroup [A1] Mortgage Loan subject to
               the Georgia Act and secured by owner occupied real property or
               an owner occupied manufactured home located in the State of
               Georgia was originated (or modified) on or after October 1,
               2002 through and including March 6, 2003.

                    (iv) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in New York Banking Law 6-1.

                    (v) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in the Arkansas Home Loan Protection Act
               effective July 16, 2003 (Act 1340 of 2003).



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                    (vi) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in the Kentucky high-cost home loan statute
               effective June 24, 2003 (Ky. Rev. Stat. Section 360.100).

                    (vii) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in the New Jersey Home Ownership Act effective
               November 27, 2003 (N.J.S.A. 46:10B-22 et seq.).

                    (viii) No Subgroup [A1] Mortgage Loan is a "High-Cost Home
               Loan" as defined in the New Mexico Home Loan Protection Act
               effective January 1, 2004 (N.M. Stat. Ann. ss.ss. 58-21A-1 et
               seq.).

                    (ix) No Subgroup [A1] Mortgage Loan is a "High-Risk Home
               Loan" as defined in the Illinois High-Risk Home Loan Act
               effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.).

                    (x) No borrower was encouraged or required to select a
               Subgroup [A1] Mortgage Loan product offered by the Mortgage
               Loan's originator which is a higher cost product designed for
               less creditworthy borrowers, unless at the time of such
               Mortgage Loan's origination, such borrower did not qualify
               taking into account credit history and debt-to-income ratios
               for a lower-cost credit product then offered by such Mortgage
               Loan's originator or any affiliate of such Mortgage Loan's
               originator. If, at the time of loan application, the borrower
               may have qualified for a for a lower-cost credit product then
               offered by any mortgage lending affiliate of such Mortgage
               Loan's originator, such Mortgage Loan's originator referred the
               borrower's application to such affiliate for underwriting
               consideration.

                    (xi) With respect to any Subgroup [A1] Mortgage Loan that
               contains a provision permitting imposition of a premium upon a
               prepayment prior to maturity: (i) prior to the loan's
               origination, the borrower agreed to such premium in exchange
               for a monetary benefit, including but not limited to a rate or
               fee reduction, (ii) prior to the loan's origination, the
               borrower was offered the option of obtaining a mortgage loan
               that did not require payment of such a premium, (iii) the
               prepayment premium is disclosed to the borrower in the loan
               documents pursuant to applicable state and federal law, and
               (iv) notwithstanding any state or federal law to the contrary,
               the Servicer shall not impose such prepayment premium in any
               instance when the mortgage debt is accelerated as the result of
               the borrower's default in making the loan payments.

                    (xii) No proceeds from any Subgroup [A1] Mortgage Loan
               were used to purchase single premium credit insurance policies
               as part of the origination of, or as a condition to closing,
               such Mortgage Loan.

                    (xiii) All points and fees related to each Subgroup [A1]
               Mortgage Loan were disclosed in writing to the borrower in
               accordance with applicable state and federal law and
               regulation. Except in the case of a Subgroup [A1] Mortgage Loan



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<PAGE>


               in an original principal amount of less than $60,000 which
               would have resulted in an unprofitable origination, no borrower
               in respect of a Subgroup [A1] Mortgage Loan was charged "points
               and fees" (whether or not financed) in an amount greater than
               5% of the principal amount of such loan, such 5% limitation is
               calculated in accordance with Fannie Mae's anti-predatory
               lending requirements as set forth in the Fannie Mae Selling
               Guide.

                    (xiv) All fees and charges (including finance charges) and
               whether or not financed, assessed, collected or to be collected
               in connection with the origination and servicing of each
               Subgroup [A1] Mortgage Loan has been disclosed in writing to
               the borrower in accordance with applicable state and federal
               law and regulation; and

                    (xv) The Servicer will transmit full-file credit reporting
               data for each Subgroup [A1] Mortgage Loan pursuant to Fannie
               Mae Guide Announcement 95-19 and that for each Subgroup [A1]
               Mortgage Loan, Servicer agrees it shall report one of the
               following statuses each month as follows: new origination,
               current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
               charged-off.]

          (c) The Liquidity Trust hereby represents and warrants to the
Depositor and the Trustee as follows, as of the Cut-off Date:

               (1) The Liquidity Trust is duly organized as a Delaware limited
          liability company and is validly existing and in good standing under
          the laws of the State of Delaware and is duly authorized and
          qualified to transact any and all business contemplated by this
          Agreement to be conducted by the Liquidity Trust in any state in
          which a Mortgaged Property securing a Liquidity Trust Mortgage Loan
          is located or is otherwise not required under applicable law to
          effect such qualification and, in any event, is in compliance with
          the doing business laws of any such state, to the extent necessary
          to ensure its ability to enforce each Liquidity Trust Mortgage Loan,
          to sell the Liquidity Trust Mortgage Loans in accordance with the
          terms of this Agreement and to perform any of its other obligations
          under this Agreement in accordance with the terms hereof.

               (2) The Liquidity Trust has the full company power and
          authority to sell each Liquidity Trust Mortgage Loan, and to
          execute, deliver and perform, and to enter into and consummate the
          transactions contemplated by this Agreement and has duly authorized
          by all necessary company action on the part of the Liquidity Trust
          the execution, delivery and performance of this Agreement; and this
          Agreement, assuming the due authorization, execution and delivery
          hereof by the other parties hereto, constitutes a legal, valid and
          binding obligation of the Liquidity Trust, enforceable against the
          Liquidity Trust in accordance with its terms, except that (a) the
          enforceability hereof may be limited by bankruptcy, insolvency,
          moratorium, receivership and other similar laws relating to
          creditors' rights generally and (b) the remedy of specific
          performance and injunctive and other forms of equitable relief may
          be subject to equitable defenses and to the discretion of the court
          before which any proceeding therefor may be brought.



                                      72
<PAGE>


               (3) The execution and delivery of this Agreement by the
          Liquidity Trust, the sale of the Liquidity Trust Mortgage Loans by
          the Liquidity Trust under this Agreement, the consummation of any
          other of the transactions contemplated by this Agreement, and the
          fulfillment of or compliance with the terms hereof are in the
          ordinary course of business of the Liquidity Trust and will not (A)
          result in a material breach of any term or provision of the
          certificate of formation or limited liability company agreement of
          the Liquidity Trust or (B) materially conflict with, result in a
          material breach, violation or acceleration of, or result in a
          material default under, the terms of any other material agreement or
          instrument to which the Liquidity Trust is a party or by which it
          may be bound, or (C) constitute a material violation of any statute,
          order or regulation applicable to the Liquidity Trust of any court,
          regulatory body, administrative agency or governmental body having
          jurisdiction over the Liquidity Trust; and the Liquidity Trust is
          not in breach or violation of any material indenture or other
          material agreement or instrument, or in violation of any statute,
          order or regulation of any court, regulatory body, administrative
          agency or governmental body having jurisdiction over it which breach
          or violation may materially impair the Liquidity Trust's ability to
          perform or meet any of its obligations under this Agreement.

               (4) No litigation is pending or, to the best of the Liquidity
          Trust's knowledge, threatened, against the Liquidity Trust that
          would materially and adversely affect the execution, delivery or
          enforceability of this Agreement or the ability of the Liquidity
          Trust to sell the Liquidity Trust Mortgage Loans or to perform any
          of its other obligations under this Agreement in accordance with the
          terms hereof.

               (5) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by the Liquidity Trust of, or compliance by
          the Liquidity Trust with, this Agreement or the consummation of the
          transactions contemplated hereby, or if any such consent, approval,
          authorization or order is required, the Liquidity Trust has obtained
          the same.

               (6) The Liquidity Trust will treat the transfer of the
          Liquidity Trust Mortgage Loans to the Depositor as a sale of the
          Liquidity Trust Mortgage Loans for all tax, accounting and
          regulatory purposes.

               (7) Immediately prior to the assignment of each Liquidity Trust
          Mortgage Loan to the Depositor, the Liquidity Trust had good title
          to, and was the sole owner of, such the Liquidity Trust Mortgage
          Loan free and clear of any pledge, lien, encumbrance or security
          interest and had full right and authority, subject to no interest or
          participation of, or agreement with, any other party, to sell and
          assign the same pursuant to this Agreement.

          (d) Upon discovery by any of the parties hereto of a breach of a
representation or warranty set forth in Section 2.03(a) or (b) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt notice thereof to
the other parties and the NIM Insurer. Each of the Master Servicer and the
Sellers (each, a "Representing Party") hereby covenants with respect to the
representations and warranties set forth in Sections 2.03(a) and (b) that
within 90 days of the earlier of the discovery



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<PAGE>


by such Representing Party or receipt of written notice by such Representing
Party from any party of a breach of any representation or warranty set forth
herein made that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, it shall cure such breach in all
material respects and, if such breach is not so cured, shall, (i) if such
90-day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
substitute in its place a Replacement Mortgage Loan, in the manner and subject
to the conditions set forth in this Section; or (ii) repurchase the affected
Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the
manner set forth below; provided that any such substitution pursuant to (i)
above or repurchase pursuant to (ii) above shall not be effected prior to the
delivery to the Trustee of the Opinion of Counsel required by Section 2.05
hereof and any such substitution pursuant to (i) above shall not be effected
prior to the additional delivery to the Trustee of a Request for Release
substantially in the form of Exhibit M. Any Representing Party liable for a
breach under this Section 2.03 shall promptly reimburse the Master Servicer or
the Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, any Representing Party
liable for a breach under this Section 2.03 shall, unless it cures such breach
in a timely fashion pursuant to this Section 2.03, promptly notify the Master
Servicer whether such Representing Party intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties described in this Section that are made to the
best of the Representing Party's knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Sellers or the Trustee that the substance
of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan,
notwithstanding the Representing Party's lack of knowledge with respect to the
substance of such representation or warranty, such inaccuracy shall be deemed
a breach of the applicable representation or warranty.

          With respect to any Replacement Mortgage Loan or Loans, the
applicable Seller delivering such Replacement Mortgage Loan shall deliver to
the Trustee for the benefit of the Certificateholders the related Mortgage
Note, Mortgage and assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed
and the Mortgage assigned as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
applicable Seller delivering such Replacement Loan on such Distribution Date.
For the month of substitution, distributions to Certificateholders will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the applicable Seller shall be entitled to retain
all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Replacement Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the applicable Seller
delivering such Replacement Mortgage Loan shall be deemed to have made with
respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 2.03(b)
with respect to such Mortgage Loan. Upon any such



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<PAGE>


substitution and the deposit to the Certificate Account of the amount required
to be deposited therein in connection with such substitution as described in
the following paragraph, the Co-Trustee shall release to the Representing
Party the Mortgage File relating to such Deleted Mortgage Loan and held for
the benefit of the Certificateholders and shall execute and deliver at the
Master Servicer's direction such instruments of transfer or assignment as have
been prepared by the Master Servicer, in each case without recourse, as shall
be necessary to vest in the applicable Seller, or its respective designee,
title to the Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to this Section 2.03.

          For any month in which either Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Replacement Mortgage Loans as of the date of substitution
is less than the Stated Principal Balance (after application of the principal
portion of the Scheduled Payment due in the month of substitution) of all such
Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies
described in the preceding sentence (such amount, the "Substitution Adjustment
Amount") shall be forwarded by the applicable Seller to the Master Servicer
and deposited by the Master Servicer into the Certificate Account not later
than the Determination Date for the Distribution Date relating to the
Prepayment Period during which the related Mortgage Loan became required to be
purchased or replaced hereunder.

          In the event that a Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Certificate Account
pursuant to Section 3.05 on the Determination Date for the Distribution Date
in the month following the month during which such Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of the Opinion of Counsel required by Section 2.05, if
any, and the receipt of a Request for Release in the form of Exhibit N hereto,
the Co-Trustee shall release the related Mortgage File held for the benefit of
the Certificateholders to such Seller, and the Trustee shall execute and
deliver at such Person's direction the related instruments of transfer or
assignment prepared by such Seller, in each case without recourse, as shall be
necessary to transfer title from the Trustee for the benefit of the
Certificateholders and transfer the Trustee's interest to such Seller to any
Mortgage Loan purchased pursuant to this Section 2.03. It is understood and
agreed that the obligation under this Agreement of the Sellers to cure,
repurchase or replace any Mortgage Loan as to which a breach has occurred and
is continuing shall constitute the sole remedy against the Sellers respecting
such breach available to Certificateholders, the Depositor or the Trustee.

          (e) The representations and warranties set forth in this Section
2.03 shall survive delivery of the respective Mortgage Files to the Co-Trustee
for the benefit of the Certificateholders with respect to each Mortgage Loan.



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          Section 2.04 Representations and Warranties of the Depositor.

          The Depositor hereby represents and warrants to the Master Servicer
and the Trustee as follows, as of the date hereof:

               (1) The Depositor is duly organized and is validly existing as
          a corporation in good standing under the laws of the State of
          Delaware and has full power and authority (corporate and other)
          necessary to own or hold its properties and to conduct its business
          as now conducted by it and to enter into and perform its obligations
          under this Agreement.

               (2) The Depositor has the full corporate power and authority to
          execute, deliver and perform, and to enter into and consummate the
          transactions contemplated by, this Agreement and has duly
          authorized, by all necessary corporate action on its part, the
          execution, delivery and performance of this Agreement; and this
          Agreement, assuming the due authorization, execution and delivery
          hereof by the other parties hereto, constitutes a legal, valid and
          binding obligation of the Depositor, enforceable against the
          Depositor in accordance with its terms, subject, as to
          enforceability, to (i) bankruptcy, insolvency, reorganization,
          moratorium and other similar laws affecting creditors' rights
          generally and (ii) general principles of equity, regardless of
          whether enforcement is sought in a proceeding in equity or at law.

               (3) The execution and delivery of this Agreement by the
          Depositor, the consummation of the transactions contemplated by this
          Agreement, and the fulfillment of or compliance with the terms
          hereof are in the ordinary course of business of the Depositor and
          will not (A) result in a material breach of any term or provision of
          the charter or by-laws of the Depositor or (B) materially conflict
          with, result in a material breach, violation or acceleration of, or
          result in a material default under, the terms of any other material
          agreement or instrument to which the Depositor is a party or by
          which it may be bound or (C) constitute a material violation of any
          statute, order or regulation applicable to the Depositor of any
          court, regulatory body, administrative agency or governmental body
          having jurisdiction over the Depositor; and the Depositor is not in
          breach or violation of any material indenture or other material
          agreement or instrument, or in violation of any statute, order or
          regulation of any court, regulatory body, administrative agency or
          governmental body having jurisdiction over it which breach or
          violation may materially impair the Depositor's ability to perform
          or meet any of its obligations under this Agreement.

               (4) No litigation is pending, or, to the best of the
          Depositor's knowledge, threatened, against the Depositor that would
          materially and adversely affect the execution, delivery or
          enforceability of this Agreement or the ability of the Depositor to
          perform its obligations under this Agreement in accordance with the
          terms hereof.

               (5) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by the Depositor of, or compliance by the
          Depositor with, this Agreement or the



                                      76
<PAGE>


          consummation of the transactions contemplated hereby, or if any such
          consent, approval, authorization or order is required, the Depositor
          has obtained the same.

          The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the Closing Date, as applicable, and
following the transfer of the Mortgage Loans to it by the Sellers, the
Depositor had good title to the Mortgage Loans, and the related Mortgage Notes
were subject to no offsets, claims, defenses or counterclaims.

          It is understood and agreed that the representations and warranties
set forth in the two immediately preceding paragraphs shall survive delivery
of the Mortgage Files to the Co-Trustee. Upon discovery by the Depositor or
the Trustee, of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to
herein as a "breach"), which breach materially and adversely affects the
interest of the Certificateholders, the party discovering such breach shall
give prompt written notice to the others and to each Rating Agency and the NIM
Insurer. The Depositor hereby covenants with respect to the representations
and warranties made by it in this Section 2.04 that within 90 days of the
earlier of the discovery it or receipt of written notice by it from any party
of a breach of any representation or warranty set forth herein made that
materially and adversely affects the interests of the Certificateholders in
any Mortgage Loan, it shall cure such breach in all material respects and, if
such breach is not so cured, shall repurchase or replace the affected Mortgage
Loan or Loans in accordance with the procedure set forth in Section 2.03(d).

          Section 2.05 Delivery of Opinion of Counsel in Connection with
                  Substitutions and Repurchases.

          (a) Notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which default is
not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or
2.04 shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel, addressed to the
Trustee to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on "prohibited transactions" of the Trust
Fund or contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC
formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding. Any Mortgage Loan as to which repurchase or
substitution was delayed pursuant to this paragraph shall be repurchased or
the substitution therefor shall occur (subject to compliance with Sections
2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or
imminent default with respect to such loan and (b) receipt by the Trustee of
an Opinion of Counsel to the effect that such repurchase or substitution, as
applicable, will not result in the events described in clause (i) or clause
(ii) of the preceding sentence.

          (b) Upon discovery by the Depositor, either Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of section 860G(a)(3) of the Code, the
party discovering such fact shall promptly (and in any event within 5 Business
Days of discovery) give written notice thereof to the other parties and the
NIM Insurer. In connection therewith, the Trustee shall require CHL, at CHL's
option, to either (i) substitute, if the conditions in Section 2.03(d) with
respect to substitutions are satisfied, a Replacement Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected



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<PAGE>


Mortgage Loan within 90 days of such discovery in the same manner as it would
a Mortgage Loan for a breach of representation or warranty contained in
Section 2.03. The Trustee shall reconvey to CHL the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.

          Section 2.06 Authentication and Delivery of Certificates.

          The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and, concurrently with such transfer and assignment, has executed,
authenticated and delivered, to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing the entire ownership of
the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the
rights referred to above for the benefit of all present and future Holders of
the Certificates and to perform the duties set forth in this Agreement to the
best of its ability, to the end that the interests of the Holders of the
Certificates may be adequately and effectively protected.

          Section 2.07 Covenants of the Master Servicer.

          The Master Servicer hereby covenants to the Depositor and the
Trustee as follows:

          (a) the Master Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and requirements of
the insurer under each Required Insurance Policy; and

          (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor or the Trustee and prepared by the Master Servicer
pursuant to this Agreement will contain any untrue statement of a material
fact or omit to state a material fact necessary to make the information,
certificate, statement or report not misleading.

                                 ARTICLE III.
                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

          Section 3.01 Master Servicer to Service Mortgage Loans.

          For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with customary
and usual standards of practice of prudent mortgage loan lenders in the
respective states in which the Mortgaged Properties are located, including
taking all required and appropriate actions under each Required Insurance
Policy. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, subject to the terms hereof
(i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (iii) to collect any Insurance Proceeds, other Liquidation
Proceeds and Subsequent Recoveries, and (iv) subject to Section 3.12(a), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property



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<PAGE>


securing any Mortgage Loan; provided that the Master Servicer shall take no
action that is inconsistent with or prejudices the interests of the Trustee or
the Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor and the Trustee under this Agreement. The Master Servicer shall
represent and protect the interest of the Trustee in the same manner as it
currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan and shall not
make or permit any modification, waiver or amendment of any term of any
Mortgage Loan which would (i) cause any REMIC formed hereunder to fail to
qualify as a REMIC or (ii) result in the imposition of any tax under section
860(a) or 860(d) of the Code, but in any case the Master Servicer shall not
act in any manner that is a lesser standard than that provided in the first
sentence of this Section 3.01. Without limiting the generality of the
foregoing, the Master Servicer, in its own name or in the name of the
Depositor and the Trustee, is hereby authorized and empowered by the Depositor
and the Trustee, when the Master Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by any or all of them as are necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. Upon receipt of such
documents, the Depositor and/or the Trustee shall execute such documents and
deliver them to the Master Servicer. The Master Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of the Subservicer, when the Master
Servicer or the Subservicer, as the case may be, believes it appropriate in
its best judgment to register any Mortgage Loan on the MERS(R) System, or
cause the removal from the registration of any Mortgage Loan on the MERS(R)
System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns.

          In accordance with the standards of the preceding paragraph, the
Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.06, and further
as provided in Section 3.08. All costs incurred by the Master Servicer, if
any, in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added to
the Stated Principal Balance under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.

          The Master Servicer shall deliver a list of Servicing Officers to
the Trustee by the Closing Date.

          In connection with its activities as Master Servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims to the insurer under any primary insurance
policies and, in this regard, to take any reasonable action necessary to
permit recovery under any primary insurance policies respecting



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defaulted Mortgage Loans. Any amounts collected by the Master Servicer under
any primary insurance policies shall be deposited in the Certificate Account.

          In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the
related Mortgage Note and this Agreement, the Master Servicer, upon discovery
or receipt of notice thereof, immediately shall deliver to the Trustee for
deposit in the Distribution Account from its own funds the amount of any such
shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee,
the Depositor and any successor master servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. Notwithstanding the foregoing, this Section 3.01 shall not limit
the ability of the Master Servicer to seek recovery of any such amounts from
the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law and shall not be an expense of the Trust.

          Section 3.02 Subservicing; Enforcement of the Obligations of Master
                       Servicer.

          (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a
subservicing agreement (each, a "Subservicing Agreement"); provided that (i)
such subservicing arrangement and the terms of the related subservicing
agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder, (ii) that
such subservicing agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates, as evidenced
by a letter to that effect delivered by each Rating Agency to the Depositor
and the NIM Insurer and (iii) the NIM Insurer shall have consented to such
subservicing agreements (which consent shall not be unreasonably withheld)
with Subservicers, for the servicing and administration of the Mortgage Loans.
The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Master Servicer's execution and delivery of such instruments. The Master
Servicer shall be entitled to terminate any Subservicing Agreement and the
rights and obligations of any Subservicer pursuant to any Subservicing
Agreement in accordance with the terms and conditions of such Subservicing
Agreement. Notwithstanding the provisions of any subservicing agreement, any
of the provisions of this Agreement relating to agreements or arrangements
between the Master Servicer or a subservicer or reference to actions taken
through a Master Servicer or otherwise, the Master Servicer shall remain
obligated and liable to the Depositor, the Trustee and the Certificateholders
for the servicing and administration of the Mortgage Loans in accordance with
the provisions of this Agreement without diminution of such obligation or
liability by virtue of such subservicing agreements or arrangements or by
virtue of indemnification from the subservicer and to the same extent and
under the same terms and conditions as if the Master Servicer alone were
servicing and administering the Mortgage Loans. Every subservicing agreement
entered into by the Master Servicer shall contain a provision giving the
successor Master Servicer the option to terminate such agreement in the event
a successor Master Servicer is appointed. All actions of each subservicer
performed pursuant to the related subservicing agreement shall be performed as
an agent of the Master Servicer with the same force and effect as if performed
directly by the Master Servicer.



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          (b) For purposes of this Agreement, the Master Servicer shall be
deemed to have received any collections, recoveries or payments with respect
to the Mortgage Loans that are received by a subservicer regardless of whether
such payments are remitted by the subservicer to the Master Servicer.

          Section 3.03 Rights of the Depositor, the Sellers, the
                       Certificateholders, the NIM Insurer and the Trustee
                       in Respect of the Master Servicer.

          None of the Trustee, the Sellers, the Certificateholders, the NIM
Insurer or the Depositor shall have any responsibility or liability for any
action or failure to act by the Master Servicer, and none of them is obligated
to supervise the performance of the Master Servicer hereunder or otherwise.
The Master Servicer shall afford (and any Subservicing Agreement shall provide
that each Subservicer shall afford) the Depositor, the NIM Insurer and the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer (and any such Subservicer) in
respect of the Master Servicer's rights and obligations hereunder and access
to officers of the Master Servicer (and those of any such Subservicer)
responsible for such obligations. Upon request, the Master Servicer shall
furnish to the Depositor, the NIM Insurer and the Trustee its (and any such
Subservicer's) most recent financial statements and such other information
relating to the Master Servicer's capacity to perform its obligations under
this Agreement that it possesses. To the extent such information is not
otherwise available to the public, the Depositor, the NIM Insurer and the
Trustee shall not disseminate any information obtained pursuant to the
preceding two sentences without the Masters Servicer's (or any such
Subservicer's) written consent, except as required pursuant to this Agreement
or to the extent that it is necessary to do so (i) in working with legal
counsel, auditors, taxing authorities or other governmental agencies, rating
agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Depositor, the Trustee, the NIM Insurer or the
Trust Fund, and in either case, the Depositor, the NIM Insurer or the Trustee,
as the case may be, shall use its reasonable best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under
this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided by virtue of such performance by the Depositor of its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

          Section 3.04 Trustee to Act as Master Servicer.

          In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of an Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Master Servicer pursuant
to Section 3.10 hereof or any acts or omissions of the predecessor Master
Servicer hereunder, (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02
or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant
to



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Section 2.03 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of
Section 6.02 hereof). If the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of Default), the Trustee
(or any other successor servicer) may, at its option, succeed to any rights
and obligations of the Master Servicer under any subservicing agreement in
accordance with the terms thereof; provided that the Trustee (or any other
successor servicer) shall not incur any liability or have any obligations in
its capacity as servicer under a subservicing agreement arising prior to the
date of such succession unless it expressly elects to succeed to the rights
and obligations of the Master Servicer thereunder; and the Master Servicer
shall not thereby be relieved of any liability or obligations under the
subservicing agreement arising prior to the date of such succession.

          The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each subservicing agreement and the Mortgage Loans
then being serviced thereunder and an accounting of amounts collected held by
it and otherwise use its best efforts to effect the orderly and efficient
transfer of the subservicing agreement to the assuming party.

          Section 3.05 Collection of Mortgage Loan Payments; Certificate
                       Account; Distribution Account; Seller Shortfall
                       Interest Requirement.

          (a) The Master Servicer shall make reasonable efforts in accordance
with customary and usual standards of practice of prudent mortgage lenders in
the respective states in which the Mortgaged Properties are located to collect
all payments called for under the terms and provisions of the Mortgage Loans
to the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any related Required Insurance Policy. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, subject to Section 3.20, any Prepayment Charge or penalty
interest in connection with the prepayment of a Mortgage Loan and (ii) extend
the due dates for payments due on a Mortgage Note for a period not greater
than 270 days. In the event of any such arrangement, the Master Servicer shall
make Advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. In addition, the NIM
Insurer's prior written consent shall be required for any waiver of Prepayment
Charges or for the extension of the due dates for payments due on a Mortgage
Note, if the aggregate number of outstanding Mortgage Loans that have been
granted such waivers or extensions exceeds 5% of the aggregate number of
Mortgage Loans. The Master Servicer shall not be required to institute or join
in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

          (b) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit or cause to be deposited
on a daily basis within two Business Days of receipt, except as otherwise
specifically provided herein, the following payments and collections remitted
by Subservicers or received by it in respect of Mortgage Loans subsequent to
the Cut-off Date (other than in respect of principal and interest due on the



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Mortgage Loans before the Cut-off Date) and the following amounts required to
be deposited hereunder:

               (1) all payments on account of principal, including Principal
          Prepayments, on the Mortgage Loans;

               (2) all payments on account of interest on the Mortgage Loans
          (net of the related Servicing Fee permitted under Section 3.15 to
          the extent not previously paid to or withheld by the Master
          Servicer);

               (3) all Insurance Proceeds;

               (4) all Liquidation Proceeds and Subsequent Recoveries, other
          than proceeds to be applied to the restoration or repair of the
          Mortgaged Property or released to the Mortgagor in accordance with
          the Master Servicer's normal servicing procedures;

               (5) all Compensating Interest;

               (6) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.05(e) in connection with any losses on
          Permitted Investments;

               (7) any amounts required to be deposited by the Master Servicer
          pursuant to Section 3.10 hereof;

               (8) the Purchase Price and any Substitution Adjustment Amount;

               (9) all Advances made by the Master Servicer pursuant to
          Section 4.01;

               (10) all Prepayment Charges and Master Servicer Prepayment
          Charge Payment Amounts;

               (11) all Prepayment Charge Guaranty Payment Amounts; and

               (12) any other amounts required to be deposited hereunder.

          The foregoing requirements for remittance by the Master Servicer
into the Certificate Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges or assumption fees, if collected, need not be
remitted by the Master Servicer. In the event that the Master Servicer shall
remit any amount not required to be remitted and not otherwise subject to
withdrawal pursuant to Section 3.08 hereof, it may at any time withdraw or
direct the institution maintaining the Certificate Account, to withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the institution maintaining the
Certificate Account, that describes the amounts deposited in error in the
Certificate Account. The Master Servicer shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. All funds deposited
in the Certificate Account shall be held in trust for the Certificateholders
until withdrawn in accordance with Section 3.08.



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          No later than ____ p.m. Pacific time on the Business Day prior to
the Master Servicer Advance Date in ____________ 200_, CHL shall remit to the
Master Servicer, and the Master Servicer shall deposit in the Certificate
Account, the Seller Shortfall Interest Requirement (if any) for such Master
Servicer Advance Date.

          (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:

               (1) the aggregate amount remitted by the Master Servicer
          pursuant to the second paragraph of Section 3.08(a); and

               (2) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.05(e) in connection with any losses on
          Permitted Investments.

          The foregoing requirements for remittance by the Master Servicer and
deposit by the Trustee into the Distribution Account shall be exclusive. In
the event that the Master Servicer shall remit any amount not required to be
remitted and not otherwise subject to withdrawal pursuant to Section 3.08
hereof, it may at any time direct the Trustee to withdraw such amount from the
Distribution Account, any provision herein to the contrary notwithstanding.
Such direction may be accomplished by delivering a written notice to the
Trustee that describes the amounts deposited in error in the Distribution
Account. All funds deposited in the Distribution Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 3.08. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at
the direction of the Master Servicer.

          (d) [Reserved].

          (e) Each institution that maintains the Certificate Account or the
Distribution Account shall invest the funds in each such account, as directed
by the Master Servicer, in Permitted Investments, which shall mature not later
than (x) in the case of the Certificate Account, the second Business Day next
preceding the related Distribution Account Deposit Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
Certificate Account, then such Permitted Investment shall mature not later
than the Business Day next preceding such Distribution Account Deposit Date)
and (y) in the case of the Distribution Account, the Business Day immediately
preceding the first Distribution Date that follows the date of such investment
(except that if such Permitted Investment is an obligation of the institution
that maintains such Distribution Account, then such Permitted Investment shall
mature not later than such Distribution Date), in each case, shall not be sold
or disposed of prior to its maturity. All such Permitted Investments shall be
made in the name of the Trustee, for the benefit of the Certificateholders. In
the case of the Certificate Account and the Distribution Account, all income
and gain net of any losses realized from any such investment shall be for the
benefit of the Master Servicer as servicing compensation and shall be remitted
to it monthly as provided herein. The amount of any losses incurred in the
Certificate Account or the Distribution Account in respect of any such
investments shall be deposited by the Master Servicer in the Certificate
Account or paid to the Trustee for deposit into the Distribution



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Account out of the Master Servicer's own funds immediately as realized. The
Trustee shall not be liable for the amount of any loss incurred in respect of
any investment or lack of investment of funds held in the Certificate Account
or the Distribution Account and made in accordance with this Section 3.05.

          (f) The Master Servicer shall give at least 30 days advance notice
to the Trustee, each Seller, each Rating Agency and the Depositor of any
proposed change of location of the Certificate Account prior to any change
thereof. The Trustee shall give at least 30 days advance notice to the Master
Servicer, each Seller, each Rating Agency and the Depositor of any proposed
change of the location of the Distribution Account or the Carryover Reserve
Fund prior to any change thereof.

          (g) Except as otherwise expressly provided in this Agreement, if any
default occurs under any Permitted Investment, the Trustee may and, subject to
Section 8.01 and 8.02(4), at the request of the Holders of Certificates
representing more than 50% of the Voting Rights or the NIM Insurer, shall take
any action appropriate to enforce payment or performance, including the
institution and prosecution of appropriate proceedings.

          Section 3.06 Collection of Taxes, Assessments and Similar Items;
                       Escrow Accounts.

          To the extent required by the related Mortgage Note, the Master
Servicer shall establish and maintain one or more accounts (each, an "Escrow
Account") and deposit and retain therein all collections from the Mortgagors
(or advances by the Master Servicer) for the payment of taxes, assessments,
hazard insurance premiums or comparable items for the account of the
Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

          Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to
reimburse the Master Servicer out of related collections for any payments made
pursuant to Sections 3.01 hereof (with respect to taxes and assessments and
insurance premiums) and 3.10 hereof (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required by law or the terms of the related Mortgage or Mortgage
Note, to Mortgagors on balances in the Escrow Account or to clear and
terminate the Escrow Account at the termination of this Agreement in
accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part
of the Trust Fund.

          Section 3.07 Access to Certain Documentation and Information
                       Regarding the Mortgage Loans.

          The Master Servicer shall afford the Depositor, the NIM Insurer and
the Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance policies and other matters relating
to this Agreement, such access being afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Master Servicer designated by it. Upon request, the Master Servicer shall



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furnish to the Trustee and the NIM Insurer its most recent publicly available
financial statements and any other information relating to its capacity to
perform its obligations under this Agreement reasonably requested by the NIM
Insurer.

          Upon reasonable advance notice in writing if required by federal
regulation, the Master Servicer will provide to each Certificateholder or
Certificate Owner that is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder or
Certificate Owner to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates;
provided that the Master Servicer shall be entitled to be reimbursed by each
such Certificateholder or Certificate Owner for actual expenses incurred by
the Master Servicer in providing such reports and access.

          Section 3.08 Permitted Withdrawals from the Certificate Account,
                       Distribution Account, Carryover Reserve Fund and the
                       Principal Reserve Fund.

          (a) The Master Servicer may from time to time make withdrawals from
the Certificate Account for the following purposes:

               (i) to pay to the Master Servicer (to the extent not previously
          paid to or withheld by the Master Servicer), as servicing
          compensation in accordance with Section 3.15, that portion of any
          payment of interest that equals the Servicing Fee for the period
          with respect to which such interest payment was made, and, as
          additional servicing compensation to the Master Servicer, those
          other amounts set forth in Section 3.15;

               (ii) to reimburse each of the Master Servicer and the Trustee
          for Advances made by it with respect to the Mortgage Loans, such
          right of reimbursement pursuant to this subclause (ii) being limited
          to amounts received on particular Mortgage Loan(s) (including, for
          this purpose, Liquidation Proceeds, Insurance Proceeds and
          Subsequent Recoveries) that represent late recoveries of payments of
          principal and/or interest on such particular Mortgage Loan(s) in
          respect of which any such Advance was made;

               (iii) [Reserved];

               (iv) to reimburse each of the Master Servicer and the Trustee
          for any Nonrecoverable Advance previously made;

               (v) to reimburse the Master Servicer from Insurance Proceeds
          for Insured Expenses covered by the related Insurance Policy;

               (vi) to pay the Master Servicer any unpaid Servicing Fees and
          to reimburse it for any unreimbursed Servicing Advances, the Master
          Servicer's right to reimbursement of Servicing Advances pursuant to
          this subclause (vi) with respect to any Mortgage Loan being limited
          to amounts received on particular Mortgage Loan(s) (including, for
          this purpose, Liquidation Proceeds, Insurance Proceeds and
          Subsequent Recoveries and purchase and repurchase proceeds) that



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          represent late recoveries of the payments for which such advances
          were made pursuant to Section 3.01 or Section 3.06;

               (vii) to pay to the applicable Seller, the Depositor or the
          Master Servicer, as applicable, with respect to each Mortgage Loan
          or property acquired in respect thereof that has been purchased
          pursuant to Section 2.02, 2.03, 2.04 or 3.12, all amounts received
          thereon and not taken into account in determining the related Stated
          Principal Balance of such repurchased Mortgage Loan;

               (viii) to reimburse the applicable Seller, the Master Servicer,
          the NIM Insurer or the Depositor for expenses incurred by any of
          them in connection with the Mortgage Loans or Certificates and
          reimbursable pursuant to Section 6.03 hereof; provided that such
          amount shall only be withdrawn following the withdrawal from the
          Certificate Account for deposit into the Distribution Account
          pursuant to the following paragraph;

               (ix) to pay any lender-paid primary mortgage insurance
          premiums;

               (x) to withdraw any amount deposited in the Certificate Account
          and not required to be deposited therein; and

               (xi) to clear and terminate the Certificate Account upon
          termination of this Agreement pursuant to Section 9.01 hereof.

          In addition, no later than ____ p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount
and Principal Remittance Amount for each Loan Subgroup, and the Trustee shall
deposit such amount in the Distribution Account

          The Trustee shall establish and maintain, on behalf of the
Certificateholders, a Principal Reserve Fund in the name of the Trustee. On
the Closing Date, CHL shall deposit into the Principal Reserve Fund
$_________. Funds on deposit in the Principal Reserve Fund shall not be
invested. The Principal Reserve Fund shall be treated as an "outside reserve
fund" under applicable Treasury regulations and shall not be part of any REMIC
created under this Agreement. Amounts on deposit in the Principal Reserve Fund
shall not be invested.

          On the Business Day before the _________ 200_ Distribution Date, the
Trustee shall transfer $_________ from the Principal Reserve Fund to the
Distribution Account the funds on deposit in the Principal Reserve Fund and
shall distribute such amount to the Certificates on the Distribution Date
pursuant to Section 4.04(b).

          On the Business Day before the Class [PF] Principal Distribution
Date, the Trustee shall transfer from the Principal Reserve Fund to the
Distribution Account $100.00 and shall distribute such amount to the Class
[PF] Certificates on the Class [PF] Principal Distribution Date. On the
Business Day before the Class [PV] Principal Distribution Date, the Trustee
shall transfer from the Principal Reserve Fund to the Distribution Account
$100.00 and shall distribute such amount to the Class [PV] Certificates on the
Class [PV] Principal



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Distribution Date. Following the distributions to be made in accordance with
the two preceding sentences, the Trustee shall then terminate the Principal
Reserve Fund.

          The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Certificate Account pursuant to subclauses (i), (ii),
(iv), (v), (vi), (vii) and (viii) above. Prior to making any withdrawal from
the Certificate Account pursuant to subclause (iii), the Master Servicer shall
deliver to the Trustee an Officer's Certificate of a Servicing Officer
indicating the amount of any previous Advance determined by the Master
Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
Loan(s), and their respective portions of such Nonrecoverable Advance.

          (b) The Trustee shall withdraw funds from the Distribution Account
for distribution to the Certificateholders in the manner specified in this
Agreement (and to withhold from the amounts so withdrawn, the amount of any
taxes that it is authorized to retain pursuant to the penultimate paragraph of
Section 8.11). In addition, the Trustee may from time to time make withdrawals
from the Distribution Account for the following purposes:

               (i) to pay the Trustee the Trustee Fee on each Distribution
          Date;

               (ii) to pay to the Master Servicer, as additional servicing
          compensation, earnings on or investment income with respect to funds
          in or credited to the Distribution Account;

               (iii) to withdraw pursuant to Section 3.05 any amount deposited
          in the Distribution Account and not required to be deposited
          therein;

               (iv) to reimburse the Trustee for any unreimbursed Advances
          made by it pursuant to Section 4.01(d) hereof, such right of
          reimbursement pursuant to this subclause (iv) being limited to (x)
          amounts received on the related Mortgage Loan(s) in respect of which
          any such Advance was made and (y) amounts not otherwise reimbursed
          to the Trustee pursuant to Section 3.08(a)(ii) hereof;

               (v) to reimburse the Trustee for any Nonrecoverable Advance
          previously made by the Trustee pursuant to Section 4.01(d) hereof,
          such right of reimbursement pursuant to this subclause (v) being
          limited to amounts not otherwise reimbursed to the Trustee pursuant
          to Section 3.08(a)(iv) hereof; and

               (vi) to clear and terminate the Distribution Account upon
          termination of the Agreement pursuant to Section 9.01 hereof.



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          (c) The Trustee shall withdraw funds from the Carryover Reserve Fund
for distribution to the Certificateholders in the manner specified in this
Agreement (and to withhold from the amounts so withdrawn, the amount of any
taxes that it is authorized to retain pursuant to the penultimate paragraph of
Section 8.11). In addition, the Trustee may from time to time make withdrawals
from the Carryover Reserve Fund for the following purposes:

               (1) to withdraw any amount deposited in the Carryover Reserve
          Fund and not required to be deposited therein; and

               (2) to clear and terminate the Carryover Reserve Fund upon
          termination of this Agreement pursuant to Section 9.01 hereof.

          Section 3.09 [Reserved]

          Section 3.10 Maintenance of Hazard Insurance.

          The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance with extended coverage in an amount that is at least
equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the
proceeds of such policy shall be sufficient to prevent the related Mortgagor
and/or mortgagee from becoming a co-insurer. Each such policy of standard
hazard insurance shall contain, or have an accompanying endorsement that
contains, a standard mortgagee clause. The Master Servicer shall also cause
flood insurance to be maintained on property acquired upon foreclosure or deed
in lieu of foreclosure of any Mortgage Loan, to the extent described below.
Pursuant to Section 3.05 hereof, any amounts collected by the Master Servicer
under any such policies (other than the amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Certificate
Account. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
the Certificateholders or remittances to the Trustee for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of late payments by the related Mortgagor or out of
Liquidation Proceeds or Subsequent Recoveries to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special
flood hazard area and such area is participating in the national flood
insurance program, the Master Servicer shall cause flood insurance to be
maintained with respect to such Mortgage Loan. Such flood insurance shall be
in an amount equal to the lesser of (i) the original principal balance of the
related Mortgage Loan, (ii) the replacement value of the improvements that are
part of such Mortgaged Property, or (iii) the maximum amount of such insurance
available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended.



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          Section 3.11 Enforcement of Due-On-Sale Clauses; Assumption
                       Agreements.

          (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of
such conveyance, enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies
the terms and conditions contained in the Mortgage Note and Mortgage related
thereto and the consent of the mortgagee under such Mortgage Note or Mortgage
is not otherwise so required under such Mortgage Note or Mortgage as a
condition to such transfer. In the event that the Master Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.11(b), to take or enter into an assumption
and modification agreement from or with the person to whom such property has
been or is about to be conveyed, pursuant to which such person becomes liable
under the Mortgage Note and, unless prohibited by applicable state law, the
Mortgagor remains liable thereon, provided that the Mortgage Loan shall
continue to be covered (if so covered before the Master Servicer enters such
agreement) by the applicable Required Insurance Policies. The Master Servicer,
subject to Section 3.11(b), is also authorized with the prior approval of the
insurers under any Required Insurance Policies to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Mortgage Note. The Master Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Co-Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

          (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.11(a) hereof, in any case in which
a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption agreement or modification agreement or
supplement to the Mortgage Note or Mortgage that requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master
Servicer shall prepare and deliver or cause to be prepared and delivered to
the Trustee for signature and shall direct, in writing, the Trustee to execute
the assumption agreement with the Person to whom the Mortgaged Property is to
be conveyed and such modification agreement or supplement to the Mortgage Note
or Mortgage or other instruments as are reasonable or necessary to carry out
the terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged
Property to such Person. In connection with any such assumption, no material
term of the Mortgage Note (including, but not limited to, the Mortgage Rate,
the amount of the Scheduled Payment, the Maximum Mortgage Rate, the Minimum
Mortgage Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date
and any other term affecting the amount or timing of payment on the Mortgage
Loan) may be



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changed. In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Master Servicer in accordance with its underwriting
standards as then in effect. The Master Servicer shall notify the Trustee that
any such substitution or assumption agreement has been completed by forwarding
to the Trustee the original of such substitution or assumption agreement,
which in the case of the original shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part
thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the
Master Servicer as additional servicing compensation.

          Section 3.12 Realization Upon Defaulted Mortgage Loans;
                       Determination of Excess Proceeds and Realized Losses;
                       Repurchase of Certain Mortgage Loans.

          (a) The Master Servicer may agree to a modification of any Mortgage
Loan (the "Modified Mortgage Loan") if (i) the modification is in lieu of a
refinancing and (ii) the Mortgage Rate on the Modified Mortgage Loan is
approximately a prevailing market rate for newly-originated mortgage loans
having similar terms and (iii) the Master Servicer purchases the Modified
Mortgage Loan from the Trust Fund as described below. Effective immediately
after the modification, and, in any event, on the same Business Day on which
the modification occurs, all interest of the Trustee in the Modified Mortgage
Loan shall automatically be deemed transferred and assigned to the Master
Servicer and all benefits and burdens of ownership thereof, including the
right to accrued interest thereon from the date of modification and the risk
of default thereon, shall pass to the Master Servicer. The Master Servicer
shall promptly deliver to the Trustee a certification of a Servicing Officer
to the effect that all requirements of this paragraph have been satisfied with
respect to the Modified Mortgage Loan. For federal income tax purposes, the
Trustee shall account for such purchase as a prepayment in full of the
Modified Mortgage Loan. The Master Servicer shall deposit the Purchase Price
for any Modified Mortgage Loan in the Certificate Account pursuant to Section
3.05 within one Business Day after the purchase of the Modified Mortgage Loan.
Upon receipt by the Trustee of written notification of any such deposit signed
by a Servicing Officer, the Trustee shall release to the Master Servicer the
related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be necessary
to vest in the Master Servicer any Modified Mortgage Loan previously
transferred and assigned pursuant hereto. The Master Servicer covenants and
agrees to indemnify the Trust Fund against any liability for any "prohibited
transaction" taxes and any related interest, additions, and penalties imposed
on the Trust Fund established hereunder as a result of any modification of a
Mortgage Loan effected pursuant to this subsection (b), any holding of a
Modified Mortgage Loan by the Trust Fund or any purchase of a Modified
Mortgage Loan by the Master Servicer (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from in good faith
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings). The Master Servicer shall have no
right of reimbursement for any amount paid pursuant to the foregoing
indemnification, except to the extent that the amount of any tax, interest,
and penalties, together with interest thereon, is refunded to the Trust Fund
or the Master Servicer. If the Master Servicer agrees to a modification of any
Mortgage Loan pursuant to this Section 3.12(a), and if such Mortgage Loan
carries a Prepayment Charge provision, the Master Servicer will deliver to



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the Trustee the amount of the Prepayment Charge, if any, that would have been
due had such Mortgage Loan been prepaid at the time of such modification, for
deposit into the Certificate Account (not later than ____ p.m. Pacific time on
the Master Servicer Advance Date immediately succeeding the date of such
modification) for distribution in accordance with the terms of this Agreement.

          (b) The Master Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
In connection with such foreclosure or other conversion, the Master Servicer
shall follow such practices and procedures as it shall deem necessary or
advisable and as shall be normal and usual in its general mortgage servicing
activities and the requirements of the insurer under any Required Insurance
Policy; provided that the Master Servicer shall not be required to expend its
own funds in connection with any foreclosure or towards the restoration of any
property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan
after reimbursement to itself of such expenses and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Certificate Account
pursuant to Section 3.08 hereof). The Master Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided
that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property and any related Subsequent
Recoveries, as contemplated in Section 3.08 hereof. If the Master Servicer has
knowledge that a Mortgaged Property that the Master Servicer is contemplating
acquiring in foreclosure or by deed-in-lieu of foreclosure is located within a
one-mile radius of any site with environmental or hazardous waste risks known
to the Master Servicer, the Master Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance
with its established environmental review procedures.

          With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders (or the Trustee's nominee on behalf of the
Certificateholders). The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual
capacity. The Master Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity thereunder. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall either itself
or through an agent selected by the Master Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent
the same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Master Servicer and the Certificateholders for the period
prior to the sale of such REO Property. The Master Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the Certificate
Account no later than the close of business on each Determination Date. The
Master Servicer shall perform the tax reporting and withholding related to
foreclosures, abandonments and cancellation of indebtedness income as
specified by



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Sections 1445, 6050J and 6050P of the Code by preparing and filing such tax
and information returns, as may be required.

          In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property as
soon as practicable in a manner that maximizes the Liquidation Proceeds, but
in no event later than three years after its acquisition by the Trust Fund or,
at the expense of the Trust Fund, the Master Servicer shall request, more than
60 days prior to the day on which such three-year period would otherwise
expire, an extension of the three-year grace period. In the event the Trustee
shall have been supplied with an Opinion of Counsel (such opinion not to be an
expense of the Trustee) to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result
in the imposition of taxes on "prohibited transactions" of the Trust Fund as
defined in section 860F of the Code or cause any REMIC formed hereunder to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
and the Trust Fund may continue to hold such Mortgaged Property (subject to
any conditions contained in such Opinion of Counsel) after the expiration of
such three-year period. Notwithstanding any other provision of this Agreement,
no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed
to continue to be rented) or otherwise used for the production of income by or
on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
the Trust Fund to the imposition of any federal, state or local income taxes
on the income earned from such Mortgaged Property under section 860G(c) of the
Code or otherwise, unless the Master Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.

          The decision of the Master Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Master Servicer that
the proceeds of such foreclosure would exceed the costs and expenses of
bringing such a proceeding. The income earned from the management of any
Mortgaged Properties acquired through foreclosure or other judicial
proceeding, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management and
net of unreimbursed Servicing Fees, Advances, Servicing Advances and any
management fee paid or to be paid with respect to the management of such
Mortgaged Property, shall be applied to the payment of principal of, and
interest on, the related defaulted Mortgage Loans (with interest accruing as
though such Mortgage Loans were still current) and all such income shall be
deemed, for all purposes in this Agreement, to be payments on account of
principal and interest on the related Mortgage Notes and shall be deposited
into the Certificate Account. To the extent the income received during a
Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.

          The Liquidation Proceeds from any liquidation of a Mortgage Loan and
any Subsequent Recoveries, net of any payment to the Master Servicer as
provided above, shall be deposited in the Certificate Account as provided in
Section 3.05 for distribution on the related Distribution Date, except that
any Excess Proceeds shall be retained by the Master Servicer as additional
servicing compensation.



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          The proceeds of any Liquidated Mortgage Loan, as well as any
recovery resulting from a partial collection of Liquidation Proceeds or any
income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 3.08(a)(vi) or this
Section 3.12; second, to reimburse the Master Servicer for any unreimbursed
Advances, pursuant to Section 3.08(a)(ii) or this Section 3.12; third, to
accrued and unpaid interest (to the extent no Advance has been made for such
amount) on the Mortgage Loan or related REO Property, at the Net Mortgage Rate
to the Due Date occurring in the month in which such amounts are required to
be distributed; and fourth, as a recovery of principal of the Mortgage Loan.

          (c) [Reserved]

          (d) The Master Servicer, in its sole discretion, shall have the
right to elect (by written notice sent to the Trustee) to purchase for its own
account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Certificate Account. Any purchase of a
Mortgage Loan pursuant to this Section 3.12(d) shall be accomplished by
remittance to the Master Servicer for deposit in the Certificate Account of
the Purchase Price. The Trustee, upon receipt of certification from the Master
Servicer of such deposit and a Request for File Release from the Master
Servicer, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect thereto.

          Section 3.13 Co-Trustee to Cooperate; Release of Mortgage Files.

          Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer will promptly notify
the Co-Trustee by delivering a Request for File Release. Upon receipt of such
request, the Co-Trustee shall promptly release the related Mortgage File to
the Master Servicer, and the Co-Trustee shall at the Master Servicer's
direction execute and deliver to the Master Servicer the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by
the Master Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. The Master Servicer is authorized to cause the removal
from the registration on the MERS(R) System of such Mortgage and to execute
and deliver, on behalf of



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the Trust Fund and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full release. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Certificate Account, the Distribution
Account, the Carryover Reserve Fund or the related subservicing account. From
time to time and as shall be appropriate for the servicing or foreclosure of
any Mortgage Loan, including for such purpose, collection under any policy of
flood insurance any fidelity bond or errors or omissions policy, or for the
purposes of effecting a partial release of any Mortgaged Property from the
lien of the Mortgage or the making of any corrections to the Mortgage Note or
the Mortgage or any of the other documents included in the Mortgage File, the
Co-Trustee shall, upon delivery to the Co-Trustee of a Request for Document
Release or a Request for File Release, as applicable, release the document
specified in such request or the Mortgage File, as the case may be, to the
Master Servicer. Subject to the further limitations set forth below, the
Master Servicer shall cause the Mortgage File or documents so released to be
returned to the Co-Trustee when the need therefor by the Master Servicer no
longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof
are deposited in the Certificate Account, in which case the Master Servicer
shall deliver to the Co-Trustee a Request for File Release for any remaining
documents in the Mortgage File not in the possession of the Master Servicer.

          If the Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this
Agreement, the Master Servicer shall deliver or cause to be delivered to the
Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce
any other remedies or rights provided by the Mortgage Note or the Mortgage or
otherwise available at law or in equity. Notwithstanding the foregoing, the
Master Servicer shall cause possession of any Mortgage File or of the
documents therein that shall have been released by the Co-Trustee to be
returned to the Co-Trustee within 21 calendar days after possession thereof
shall have been released by the Co-Trustee unless (i) the Mortgage Loan has
been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Certificate Account, and the Master Servicer shall
have delivered to the Co-Trustee a Request for File Release or (ii) the
Mortgage File or document shall have been delivered to an attorney or to a
public trustee or other public official as required by law for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property and the Master Servicer shall have delivered to the
Trustee an Officer's Certificate of a Servicing Officer certifying as to the
name and address of the Person to which the Mortgage File or the documents
therein were delivered and the purpose or purposes of such delivery.

          Section 3.14 Documents, Records and Funds in Possession of Master
                       Servicer to be Held for the Trustee.

          Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Co-Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise
are collected by the Master Servicer as Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries in respect of any Mortgage Loan. All
Mortgage Files and funds



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<PAGE>


collected or held by, or under the control of, the Master Servicer in respect
of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Subsequent Recoveries including but
not limited to, any funds on deposit in the Certificate Account, shall be held
by the Master Servicer for and on behalf of the Trust Fund and shall be and
remain the sole and exclusive property of the Trust Fund, subject to the
applicable provisions of this Agreement. The Master Servicer also agrees that
it shall not create, incur or subject any Mortgage File or any funds that are
deposited in the Certificate Account, the Distribution Account, the Carryover
Reserve Fund or in any Escrow Account (as defined in Section 3.06), or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Master Servicer shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and payable to
the Master Servicer under this Agreement.

          Section 3.15 Servicing Compensation.

          As compensation for its activities hereunder, the Master Servicer
shall be entitled to retain or withdraw from the Certificate Account out of
each payment of interest on a Mortgage Loan included in the Trust Fund an
amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

          Additional servicing compensation in the form of any Excess
Proceeds, assumption fees, late payment charges, Prepayment Interest Excess,
and all income and gain net of any losses realized from Permitted Investments
shall be retained by the Master Servicer to the extent not required to be
deposited in the Certificate Account pursuant to Section 3.05 or 3.12(b)
hereof. The Master Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
any premiums for hazard insurance, as required by Section 3.10 hereof and
maintenance of the other forms of insurance coverage required by Section 3.10
hereof) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.08 and 3.12 hereof.

          Section 3.16 Access to Certain Documentation.

          The Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of the Certificates and
Certificate Owners and the examiners and supervisory agents of the OTS, the
FDIC and such other authorities, access to the documentation regarding the
Mortgage Loans required by applicable regulations of the OTS and the FDIC.
Such access shall be afforded without charge, but only upon reasonable and
prior written request and during normal business hours at the offices of the
Master Servicer designated by it. Nothing in this Section shall limit the
obligation of the Master Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of the
Master Servicer to provide access as provided in this Section as a result of
such obligation shall not constitute a breach of this Section.



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          Section 3.17 Annual Statement as to Compliance.

          The Master Servicer shall deliver to the Depositor and the Trustee
on or before the 80th day after the end of the Master Servicer's fiscal year,
commencing with its 200_ fiscal year, an Officer's Certificate stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of the performance of the Master
Servicer under this Agreement has been made under such officer's supervision
and (ii) to the best of such officer's knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof and (iii) to the best of such officer's
knowledge, each Subservicer has fulfilled all its obligations under its
Subservicing Agreement throughout such year, or, if there has been a default
in the fulfillment of any such obligation specifying each such default known
to such officer and the nature and status thereof. The Trustee shall forward a
copy of each such statement to each Rating Agency. Copies of such statement
shall be provided by the Trustee to any Certificateholder or Certificate Owner
upon request at the Master Servicer's expense, provided such statement is
delivered by the Master Servicer to the Trustee.

          Section 3.18 Annual Independent Public Accountants' Servicing
                       Statement; Financial Statements.

          On or before the later of (i) the 80th day after the end of the
Master Servicer's fiscal year, commencing with its 200_ fiscal year or (ii)
within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 200_, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, CHL or
any affiliate thereof) that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee, the Depositor and CHL
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers. Copies of such report shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Master Servicer's
expense, provided such report is delivered by the Master Servicer to the
Trustee. Upon written request, the Master Servicer shall provide to the
Certificateholders or Certificate Owners its publicly available annual
financial statements (or the Master Servicer's parent company's publicly
available annual financial statements, as applicable), if any, promptly after
they become available.

          Section 3.19 The Corridor Contracts.

          CHL shall assign all of its right, title and interest in and to the
interest rate corridor transactions evidenced by the Corridor Contracts to,
and shall cause all of its obligations in respect of such transactions to be
assumed by, the Trustee on behalf of the Trust Fund, on the terms and
conditions set forth in each Corridor Contract Assignment Agreement. The
Corridor Contracts will be assets of the Trust Fund but will not be an asset
of any REMIC. The Master Servicer, on behalf of the Trustee, shall deposit any
amounts received from time to time with respect to any Corridor Contract into
the Carryover Reserve Fund.

          The Master Servicer, on behalf of the Trustee, shall prepare and
deliver any notices required to be delivered under a Corridor Contract.



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          The Master Servicer, on behalf of the Trustee, shall act as
calculation agent and/or shall terminate a Corridor Contract, in each case
upon the occurrence of certain events of default or termination events to the
extent specified thereunder. Upon any such termination, the Corridor Contract
Counterparty will be obligated to pay the Trustee or the Master Servicer for
the benefit of the Trust Fund an amount in respect of such termination. Any
amounts received by the Trustee or the Master Servicer for the benefit of the
Trust Fund, as the case may be, in respect of such termination shall be
deposited and held in the Carryover Reserve Fund to pay Net Rate Carryover for
the applicable Classes of Certificates as provided in Section 4.04(b) on the
Distribution Dates following such termination to and including the applicable
Corridor Contract Termination Date, but shall not be available for
distribution to the Class C Certificates pursuant to Section 4.08(c) or to CHL
pursuant to Section 4.08(c) until such applicable Corridor Contract
Termination Date. On the Corridor Contract Termination Date for the Class
AF-[1B] and Fixed Rate Subordinate Corridor Contract, the Class 1-AV-[1]
Corridor Contract, the Class 1-AV-[2] Corridor Contract, the Class 2-AV-[1]
Corridor Contract and the Adjustable Rate Subordinate Corridor Contract, after
all other distributions on such date, if any such amounts in respect of early
termination of the Class AF-[1B] and Fixed Rate Subordinate Corridor Contract,
the Class 1-AV-[1] Corridor Contract, the Class 1-AV-[2] Corridor Contract and
the Class 2-AV-[1] Corridor Contract or the Adjustable Rate Subordinate
Corridor Contract remain in the Carryover Reserve Fund, such amounts shall be
distributed by the Trustee to (i) in the case of any such amounts relating to
the Class AF-[1B] and Fixed Rate Subordinate Corridor Contract, the Class [CF]
Certificates, and (ii) in the case of any such amounts relating to the Class
1-AV-[1] Corridor Contract, the Class 1-AV-[2] Corridor Contract, the Class
2-AV-[1] Corridor Contract and the Adjustable Rate Subordinate Corridor
Contract, the [CV] Certificates.

          Section 3.20 Prepayment Charges.

          (a) Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Master Servicer may not waive any Prepayment Charge or portion thereof
required by the terms of the related Mortgage Note unless (i) such Mortgage
Loan is in default or the Master Servicer believes that such a default is
imminent, and the Master Servicer determines that such waiver would maximize
recovery of Liquidation Proceeds for such Mortgage Loan, taking into account
the value of such Prepayment Charge, or (ii) (A) the enforceability thereof is
limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors' rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law. In the
event of a Principal Prepayment in full or in part with respect to any
Mortgage Loan, the Master Servicer shall deliver to the Trustee an Officer's
Certificate substantially in the form of Exhibit T no later than the third
Business Day following the immediately succeeding Determination Date with a
copy to the Class P Certificateholders. If the Master Servicer has waived or
does not collect all or a portion of a Prepayment Charge relating to a
Principal Prepayment in full or in part due to any action or omission of the
Master Servicer, other than as provided above, the Master Servicer shall
deliver to the Trustee, together with the Principal Prepayment in full or in
part, the amount of such Prepayment Charge (or such portion thereof as had
been waived) for deposit into the Certificate Account (not later than ____
p.m. Pacific time on the immediately succeeding Master Servicer Advance Date,
in the case of such Prepayment Charge) for distribution in accordance with the
terms of this Agreement.



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<PAGE>


          (b) Upon discovery by the Master Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

          (c) CHL represents and warrants to the Depositor and the Trustee, as
of the Closing Date, that the information in the Prepayment Charge Schedule
(including the attached prepayment charge summary) is complete and accurate in
all material respects at the dates as of which the information is furnished
and each Prepayment Charge is permissible and enforceable in accordance with
its terms under applicable state law, except as the enforceability thereof is
limited due to acceleration in connection with a foreclosure or other
involuntary payment.

          (d) Upon discovery by the Master Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing clause (c) that materially and
adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach shall give prompt written
notice to the other parties. Within 60 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of breach, the
Master Servicer shall cure the breach in all material respects or shall pay
into the Certificate Account the amount of the Prepayment Charge that would
otherwise be due from the Mortgagor, less any amount representing such
Prepayment Charge previously collected and paid by the Master Servicer into
the Certificate Account.

                                 ARTICLE IV.
               DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

          Section 4.01 Advances; Remittance Reports.

          (a) Within two Business Days after each Determination Date, the
Master Servicer shall deliver to the Trustee by facsimile or electronic mail
(or by such other means as the Master Servicer and the Trustee, as the case
may be, may agree from time to time) a Remittance Report with respect to the
related Distribution Date. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

          (b) Subject to the conditions of this Article IV, the Master
Servicer, as required below, shall make an Advance and deposit such Advance in
the Certificate Account. Each such Advance shall be remitted to the
Certificate Account no later than ___ p.m. Pacific time on the Master Servicer
Advance Date in immediately available funds. The Trustee will provide notice
to the Master Servicer by facsimile by the close of business on any Master
Servicer Advance Date in the event that the amount remitted by the Master
Servicer to the Trustee on the Distribution Account Deposit Date is less than
the Advances required to be made by the Master Servicer for such Distribution
Date. The Master Servicer shall be obligated to make any such Advance only to
the extent that such advance would not be a Nonrecoverable Advance. If the
Master Servicer shall have determined that it has made a Nonrecoverable
Advance or that a proposed Advance or a lesser portion of such Advance would
constitute a Nonrecoverable Advance, the Master Servicer shall deliver (i) to
the Trustee for the benefit of the Certificateholders funds constituting the
remaining portion of such Advance, if applicable,



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and (ii) to the Depositor, each Rating Agency and the Trustee an Officer's
Certificate setting forth the basis for such determination.

          (c) In lieu of making all or a portion of such Advance from its own
funds, the Master Servicer may (i) cause to be made an appropriate entry in
its records relating to the Certificate Account that any Amount Held for
Future Distributions has been used by the Master Servicer in discharge of its
obligation to make any such Advance and (ii) transfer such funds from the
Certificate Account to the Distribution Account. Any funds so applied and
transferred shall be replaced by the Master Servicer by deposit in the
Certificate Account no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required
to be distributed pursuant to this Agreement. The Master Servicer shall be
entitled to be reimbursed from the Certificate Account for all Advances of its
own funds made pursuant to this Section as provided in Section 3.08. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until such Mortgage Loan is paid in full or the related Mortgaged Property or
related REO Property has been liquidated or until the purchase or repurchase
thereof (or substitution therefor) from the Trustee pursuant to any applicable
provision of this Agreement, except as otherwise provided in this Section
4.01.

          (d) If the Master Servicer determines that it will be unable to
comply with its obligation to make the Advances as and when described in
paragraphs (b) and (c) immediately above, it shall use its best efforts to
give written notice thereof to the Trustee (each such notice a "Trustee
Advance Notice"; and such notice may be given by facsimile), not later than
_____ P.M., New York time, on the Business Day immediately preceding the
related Master Servicer Advance Date, specifying the amount that it will be
unable to deposit (each such amount an "Advance Deficiency") and certifying
that such Advance Deficiency constitutes an Advance hereunder and is not a
Nonrecoverable Advance. If the Trustee receives a Trustee Advance Notice on or
before _____ p.m., (New York time) on a Master Servicer Advance Date, the
Trustee shall, not later than _____ p.m., )New York time), on the related
Distribution Date, deposit in the Distribution Account an amount equal to the
Advance Deficiency identified in such Trustee Advance Notice unless it is
prohibited from so doing by applicable law. Notwithstanding the foregoing, the
Trustee shall not be required to make such deposit if the Trustee shall have
received written notification from the Master Servicer that the Master
Servicer has deposited or caused to be deposited in the Certificate Account an
amount equal to such Advance Deficiency. All Advances made by the Trustee
pursuant to this Section 4.01(d) shall accrue interest on behalf of the
Trustee at the Trustee Advance Rate from and including the date such Advances
are made to but excluding the date of repayment, with such interest being an
obligation of the Master Servicer and not the Trust Fund. The Master Servicer
shall reimburse the Trustee for the amount of any Advance made by the Trustee
pursuant to this Section 4.01(d) together with accrued interest, not later
than _____ p.m. (New York time) on the Business Day following the related
Distribution Date. In the event that the Master Servicer does not reimburse
the Trustee in accordance with the requirements of the preceding sentence, the
Trustee shall immediately (i) terminate all of the rights and obligations of
the Master Servicer under this Agreement in accordance with Section 7.01 and
(ii) subject to the limitations set forth in Section 3.04, assume all of the
rights and obligations of the Master Servicer hereunder.

          (e) The Master Servicer shall, not later than the close of business
on the second Business Day immediately preceding each Distribution Date,
deliver to the Trustee a



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report (in form and substance reasonably satisfactory to the Trustee) that
indicates (i) the Mortgage Loans with respect to which the Master Servicer has
determined that the related Scheduled Payments should be advanced and (ii) the
amount of the related Scheduled Payments. The Master Servicer shall deliver to
the Trustee on the related Master Servicer Advance Date an Officer's
Certificate of a Servicing Officer indicating the amount of any proposed
Advance determined by the Master Servicer to be a Nonrecoverable Advance.

          Section 4.02 Reduction of Servicing Compensation in Connection with
                       Prepayment Interest Shortfalls.

          In the event that any Mortgage Loan is the subject of a Prepayment
Interest Shortfall, the Master Servicer shall remit any related Compensating
Interest as part of the related Interest Remittance Amount as provided in this
Agreement. The Master Servicer shall not be entitled to any recovery or
reimbursement for Compensating Interest from the Depositor, the Trustee,
either Seller, the Trust Fund or the Certificateholders.

          Section 4.03 [Reserved]

          Section 4.04 Distributions.

          (a) Distributions of Interest Funds For Loan Subgroup [F1] and Loan
Subgroup [F2]. On each Distribution Date, the Interest Funds for such
Distribution Date for each Loan Subgroup in the Fixed Rate Loan Group shall be
allocated from the Distribution Account in the following order of priority:

               (i) from Interest Funds for Loan Subgroup [F1] only, to the
          Class AF-[1A] Certificates, the Current Interest and Interest Carry
          Forward Amount for such Class and such Distribution Date,

               (ii) from Interest Funds for Loan Subgroup [F2] and the
          remaining Interest Funds from Loan Subgroup [F1], concurrently to
          each class of Class AF Certificates (other than the Class AF-[1A]
          Certificates), the Current Interest and Interest Carry Forward
          Amount for each such Class and such Distribution Date, pro rata,
          based on their respective entitlements,

               (iii) from remaining Interest Funds for both Loan Subgroup [F1]
          and Loan Subgroup [F2], sequentially:

                    (a) to the Class MF-[1] Certificates, the Current Interest
               for such Class and such Distribution Date,

                    (b) to the Class MF-[2] Certificates, the Current Interest
               for such Class and such Distribution Date,

                    (c) to the Class MF-[3] Certificates, the Current Interest
               for such Class and such Distribution Date,



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                    (d) to the Class BF Certificates, the Current Interest for
               such Class and such Distribution Date, and

                    (e) any remainder, as part of the Fixed Rate Loan Group
               Excess Cashflow.

          (b) Distributions of Interest Funds for the Loan Subgroups in the
Adjustable Rate Loan Group. On each Distribution Date, the Interest Funds for
such Distribution Date with respect to each Loan Subgroup in the Adjustable
Rate Loan Group shall be allocated by the Trustee from the Distribution
Account in the following order of priority:

               (i) concurrently:

                    (1) from Interest Funds from Loan Subgroup [A1],
               concurrently to the Class 1-AV-[1] and Class 1-AV-[2]
               Certificates, the Current Interest and Interest Carry Forward
               Amount for each such Class and such Distribution Date, pro
               rata, based on their respective entitlements,

                    (2) from Interest Funds from Loan Subgroup [A2] to the
               Class 2-AV-[1] Certificates, the Current Interest and Interest
               Carry Forward Amount for such Class and such Distribution Date,
               and

               (ii) from remaining interest funds for Loan Subgroup [A1] and
          Loan Subgroup [A2], sequentially:

                    (a) to the Class MV-[1] Certificates, the Current Interest
               for such Class and such Distribution Date

                    (b) to the Class MV-[2] Certificates, the Current Interest
               for such Class and such Distribution Date,

                    (c) to the Class MV-[3] Certificates, the Current Interest
               for such Class and such Distribution Date,

                    (d) to the Class BV Certificates, the Current Interest for
               such Class and such Distribution Date, and

                    (e) any remainder, as part of the Adjustable Rate Loan
               Group Excess Cashflow.

          (c) On each Distribution Date, the Principal Distribution Amounts
for such Distribution Date with respect to Loan Subgroups in the Fixed Rate
Loan Group shall be allocated by the Trustee from the Distribution Account in
the following order of priority:

               (1) with respect to any Distribution Date prior to the Fixed
          Rate Stepdown Date or on which a Fixed Rate Trigger Event is in
          effect, sequentially:



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                    (A) to the Class A-R Certificates, until the Certificate
               Principal Balance thereof is reduced to zero,

                    (B) to the Class AF Certificates in the order and
               priorities set forth in Section 4.04(d) below, until the
               Certificate Principal Balances thereof are reduced to zero,

                    (C) to the Class MF-[1] Certificates, until the
               Certificate Principal Balance thereof is reduced to zero,

                    (D) to the Class MF-[2] Certificates, until the
               Certificate Principal Balance thereof is reduced to zero,

                    (E) to the Class MF-[3] Certificates, until the
               Certificate Principal Balance thereof is reduced to zero,

                    (F) to the Class BF Certificates, until the Certificate
               Principal Balance thereof is reduced to zero, and

                    (G) any remainder, as part of Fixed Rate Loan Group Excess
               Cash Flow.

               (2) with respect to any Distribution Date on or after the Fixed
          Rate Stepdown Date and so long as a Fixed Rate Trigger Event is not
          in effect, sequentially:

                    (A) to the Class AF Certificates in an amount up to the
               Class AF Principal Distribution Amount from each such Loan
               Subgroup, pro rata, based on the Principal Remittance Amount
               for each such Loan Subgroup in the order and priorities set
               forth in Section 4.04(d) below, until the Certificate Principal
               Balances thereof are reduced to zero,

                    (B) to the Class MF-[1] Certificates, the Class MF-[1]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (C) to the Class MF-[2] Certificates, the Class MF-[2]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (D) to the Class MF-[3] Certificates, the Class MF-[3]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (E) to the Class BF Certificates, the Class BF Principal
               Distribution Amount until the Certificate Principal Balance
               thereof is reduced to zero, and

                    (F) any remainder, as part of Fixed Rate Loan Group Excess
               Cash Flow.



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          (d) On each Distribution Date, the Principal Distribution Amount or
the Class AF Principal Distribution Amount, as applicable, allocated under
Section 4.04(c) to the Class AF Certificates is required to be further
allocated by the Trustee to the Class AF Certificates in the following order
and priority:

                    (A) from the Principal Distribution Amount for Loan
               Subgroup [F1] and Loan Subgroup [F2], pro rata, based on the
               Principal Remittance Amount for each such Loan Subgroup, the
               NAS Principal Distribution Amount to the Class AF-_
               Certificates, until the Certificate Principal Balance thereof
               has been reduced to zero,

                    (B) from the remaining Principal Distribution Amounts for
               Loan Subgroup [F1] only, to the Class AF-[1A] Certificates
               until the Certificate Principal Balance thereof is reduced to
               zero, and

                    (C) from the remaining Principal Distribution Amounts from
               Loan Subgroup [F1] and Loan Subgroup [F2], sequentially in the
               following order:

                                    (i) to the Class AF-[1B] Certificates
                           until the Certificate Principal Balance thereof is
                           reduced to zero,

                                    (ii) to the Class AF-_ Certificates, until
                           the Certificate Principal Balance thereof has been
                           reduced to zero,

provided that, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Class AF Certificates is greater than the Stated
Principal Balances of all Fixed Rate Mortgage Loans any Principal Distribution
Amount for Loan Subgroup [F1] and Loan Subgroup [F2] that is to be distributed
to the Class AF Certificates will be distributed concurrently on a pro rata
basis (based on Certificate Principal Balances thereof) and not sequentially.

          (e) On each Distribution Date, the Principal Distribution Amounts
for such Distribution Date with respect to the Loan Subgroups in the
Adjustable Rate Loan Group shall be allocated by the Trustee from the
Distribution Account in the following order of priority:

                    (1) with respect to any Distribution Date prior to the
               Adjustable Rate Stepdown Date or on which an Adjustable Rate
               Trigger Event is in effect, sequentially:



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                         (A) concurrently:

                         (i) from the Principal Distribution Amount for Loan
                    Subgroup [A1], pro rata based on the Certificate Principal
                    Balances thereof, concurrently to (I) the Class 1-AV-[1]
                    Certificates and (II) the Class 1-AV-[2] Certificates,
                    until the Certificate Principal Balances thereof are
                    reduced to zero,

                         (ii) from the Principal Distribution Amount for Loan
                    Subgroup [A2], to the Class 2-AV-[1] Certificates until
                    the Certificate Principal Balance thereof is reduced to
                    zero,

                         (B) from the Principal Distribution Amounts for Loan
                    Subgroup [A1] and Loan Subgroup [A2], sequentially:

                         (i) concurrently, pro rata based on the Certificate
                    Principal Balances after giving effect to payments
                    pursuant to clause (1)(A) above, to (I) the Class 1-AV-[1]
                    Certificates until the Certificate Principal Balance
                    thereof is reduced to zero, (II) the Class 1-AV-[2]
                    Certificates, until the Certificate Principal Balance
                    thereof is reduced to zero and (III) the Class 2-AV-[1]
                    Certificates, until the Certificate Principal Balance
                    thereof is reduced to zero.

                         (ii) to the Class MV-[1] Certificates, until the
                    Certificate Principal Balance thereof is reduced to zero,

                         (iii) to the Class MV-[2] Certificates, until the
                    Certificate Principal Balance thereof is reduced to zero,

                         (iv) to the Class MV-[3] Certificates, until the
                    Certificate Principal Balance thereof is reduced to zero,

                         (v)  to the Class BV Certificates, until the
                    Certificate Principal Balance thereof is reduced to zero,
                    and

                         (vi) any remainder, as part of the Adjustable Rate
                    Loan Group Excess Cashflow.

                    (2) with respect to any Distribution Date on or after the
               Adjustable Rate Stepdown Date and so long as an Adjustable Rate
               Trigger Event is in not effect, sequentially:

                         (A) in an amount up to the Class AV Principal
                    Distribution Amount, pro rata based on the related Class
                    AV Principal Distribution Allocation Amount, concurrently,
                    to (I) the Class 1-AV-[1] Certificates and Class 1-AV-[2]
                    Certificates, pro rata based on the Certificate Principal
                    Balances thereof, up to the Class 1-AV Principal
                    Distribution Amount until the Certificate Principal
                    Balances thereof are reduced to zero and (II) the Class
                    2-AV-[1] Certificates in an amount up to the Class
                    2-AV-[1] Principal Distribution Amount until the
                    Certificate Principal Balance thereof is reduced to zero,



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                    (B) to the Class MV-[1] Certificates, the Class MV-[1]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (C) to the Class MV-[2] Certificates, the Class MV-[2]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (D) to the Class MV-[3] Certificates, the Class MV-[3]
               Principal Distribution Amount until the Certificate Principal
               Balance thereof is reduced to zero,

                    (G) to the Class BV Certificates, the Class BV Principal
               Distribution Amount until the Certificate Principal Balance
               thereof is reduced to zero, and

                    (H) any remainder, as part of Adjustable Rate Loan Group
               Excess Cash Flow.

          (f) With respect to any Distribution Date, any Fixed Rate Loan Group
Excess Cashflow and, in the case of clauses 1, 3, 5, 7 and 9 below, any
amounts in the Credit Comeback Excess Account available for such Distribution
Date, shall be paid to the Classes of Certificates in the following order of
priority, in each case first to the extent of the remaining Credit Comeback
Excess Cashflow, if applicable, and second to the extent of the remaining
Fixed Rate Loan Group Excess Cashflow:

               (1) to the Certificateholders of the Class AF and the Fixed
          Rate Subordinate Certificates then entitled to receive distributions
          in respect of principal, in an aggregate amount equal to the Extra
          Principal Distribution Amounts for the Loan Subgroups in the Fixed
          Rate Loan Group, payable to such holders as part of the Principal
          Distribution Amount pursuant to Section 4.04(c) above; [provided
          however that Credit Comeback Excess Cashflow (if any) shall only be
          distributed pursuant to this clause, if the Fixed Rate
          Overcollateralization Target Amount has at any previous time been
          met;]

               (2) to the Class MF-[1] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (3) to the Class MF-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (4) to the Class MF-[2] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (5) to the Class MF-[2] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (6) to the Class MF-[3] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;



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<PAGE>



               (7) to the Class MF-[3] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (8) to the Class BF Certificateholders, in an amount equal to
          the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (9) to the Class BF Certificateholders, in an amount equal to
          the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (10) to the Carryover Reserve Fund and from the Carryover
          Reserve Fund to each Class of Class AF Certificates and each Class
          of Fixed Rate Subordinate Certificates (in the case of the Class
          AF-[1B] Certificates and the Fixed Rate Subordinate Certificates,
          after application of amounts received under any applicable Corridor
          Contract to cover Net Rate Carryover), pro rata based on the
          Certificate Principal Balances thereof, to the extent needed to pay
          any Net Rate Carryover for each such Class; provided that any Excess
          Cashflow remaining after such allocation to pay Net Rate Carryover
          based on the Certificate Principal Balances of the Certificates will
          be distributed to each Class of Class AF Certificates and each Class
          of Fixed Rate Subordinate Certificates with respect to which there
          remains any unpaid Net Rate Carryover (after the distribution based
          on Certificate Principal Balances), pro rata, based on the amount of
          such unpaid Net Rate Carryover;

               (11) to the Certificateholders of the Class AV and the
          Adjustable Rate Subordinate Certificates then entitled to receive
          distributions in respect of principal, in an aggregate amount equal
          to the Extra Principal Distribution Amounts for Loan Subgroup [A1]
          and Loan Subgroup [A2] not otherwise paid to such Certificateholders
          from Adjustable Rate Loan Group Excess Cashflow pursuant to Section
          4.04(g)(1) below, payable to such holders as part of the Principal
          Distribution Amount pursuant to Section 4.04(e) above (and, for
          avoidance of doubt, if such Adjustable Rate Loan Group Excess
          Cashflow was not sufficient to pay such Extra Principal Distribution
          Amounts for Loan Subgroup [A1] and Loan Subgroup [A2] pursuant to
          Section 4.04(g)(1) below, measuring such Extra Principal
          Distribution Amounts for purposes of this clause (15) without giving
          effect the limitations in the definition of the Extra Principal
          Distribution Amount pursuant to clause (B)(a)(2) of the definition
          thereof),

               (12) to the Class MV-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining undistributed after application of the Adjustable
          Rate Loan Group Excess Cashflow for such Distribution Date;

               (13) to the Class MV-[2] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining undistributed after application of the Adjustable
          Rate Loan Group Excess Cashflow for such Distribution Date;

               (14) to the Class MV-[3] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining



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<PAGE>


          undistributed after application of the Adjustable Rate Loan Group
          Excess Cashflow for such Distribution Date;

               (15) to the Class BV Certificateholders, in an amount equal to
          the Unpaid Realized Loss Amount for such Class and Distribution Date
          remaining undistributed after application of the Adjustable Rate
          Loan Group Excess Cashflow for such Distribution Date;

               (16) to the to the Carryover Reserve Fund, in an amount equal
          to the Required Secondary Carryover Reserve Fund Deposit (after
          giving effect to other deposits and withdrawals therefrom on such
          Distribution Date without regard to any excess Corridor Contract
          proceeds);

               (17) to the Class [CF] Certificateholders, the Class [CF]
          Distributable Amount for such Distribution Date; and

               (18) to the Class A-R Certificates.

          (g) With respect to any Distribution Date, any Adjustable Rate Loan
Group Excess Cashflow will be paid to the Classes of Certificates in the
following order of priority, in each case to the extent of remaining
Adjustable Rate Loan Group Excess Cashflow:

               (1) to the Certificateholders of the Class AV and the
          Adjustable Rate Subordinate Certificates then entitled to receive
          distributions in respect of principal, in an aggregate amount equal
          to the Extra Principal Distribution Amounts for the Loan Subgroups
          in the Adjustable Rate Loan Group, payable to such holders as part
          of the Principal Distribution Amount pursuant to Section 4.04(e)
          above;

               (2) to the Class MV-[1] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (3) to the Class MV-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (4) to the Class MV-[2] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (5) to the Class MV-[2] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (6) to the Class MV-[3] Certificateholders, in an amount equal
          to the Interest Carry Forward Amount for such Class and Distribution
          Date;

               (7) to the Class MV-[3] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (8) to the Class BV Certificateholders, in an amount equal to
          the Interest Carry Forward Amount for such Class and Distribution
          Date;



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               (9) to the Class BV Certificateholders, in an amount equal to
          the Unpaid Realized Loss Amount for such Class and Distribution
          Date;

               (10) to the Carryover Reserve Fund and from the Carryover
          Reserve Fund to each Class of Class AV Certificates and each Class
          of Adjustable Rate Subordinate Certificates (after application of
          amounts received under any applicable Corridor Contract to cover Net
          Rate Carryover), pro rata based on the Certificate Principal
          Balances thereof, to the extent needed to pay any Net Rate Carryover
          for each such Class; provided that any Excess Cashflow remaining
          after such allocation to pay Net Rate Carryover based on the
          Certificate Principal Balances of the Certificates will be
          distributed to each Class of Class AV Certificates and each Class of
          Adjustable Rate Subordinate Certificates with respect to which there
          remains any unpaid Net Rate Carryover (after the distribution based
          on Certificate Principal Balances), pro rata, based on the amount of
          such unpaid Net Rate Carryover;

               (11) to the Certificateholders of the Class AF and the Fixed
          Rate Subordinate Certificates then entitled to receive distributions
          in respect of principal, in an aggregate amount equal to the Extra
          Principal Distribution Amounts for Loan Subgroup [F1], and Loan
          Subgroup [F2], not otherwise paid to such Certificateholders from
          Fixed Rate Loan Group Excess Cashflow pursuant to Section 4.04(f)(1)
          above, payable to such holders as part of the Principal Distribution
          Amount pursuant to Section 4.04(c) above,

               (12) to the Class MF-[1] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining undistributed after application of the Fixed Rate
          Loan Group Excess Cashflow for such Distribution Date;

               (13) to the Class MF-[2] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining undistributed after application of the Fixed Rate
          Loan Group Excess Cashflow for such Distribution Date;

               (14) to the Class MF-[3] Certificateholders, in an amount equal
          to the Unpaid Realized Loss Amount for such Class and Distribution
          Date remaining undistributed after application of the Fixed Rate
          Loan Group Excess Cashflow for such Distribution Date;

               (15) to the Class BF Certificateholders, in an amount equal to
          the Unpaid Realized Loss Amount for such Class and Distribution Date
          remaining undistributed after application of the Fixed Rate Loan
          Group Excess Cashflow for such Distribution Date;

               (16) to the to the Carryover Reserve Fund, in an amount equal
          to the Required Secondary Carryover Reserve Fund Deposit (after
          giving effect to other deposits and withdrawals therefrom on such
          Distribution Date without regard to any excess Corridor Contract
          proceeds);



                                     109
<PAGE>


               (17) to the Class [CV] Certificateholders, the Class [CV]
          Distributable Amount for such Distribution Date; and

               (18) to the Class A-R Certificates

          (h) On each Distribution Date on or prior to each Corridor Contract
Termination Date, amounts received by the Trustee in respect of each Corridor
Contract for such Distribution Date will be withdrawn from the Carryover
Reserve Fund and distributed:

               (1) in the case of any such amounts received on the Class
          AF-[1B] and Fixed Rate Subordinate Corridor Contract, in the
          following order of priority: first, to the Class AF-[1B]
          Certificates, to the extent needed to pay any Net Rate Carryover for
          the Class AF-[1B] Certificates and, second, concurrently to each
          Class of Fixed Rate Subordinate Certificates, to the extent needed
          to pay any Net Rate Carryover, pro rata, based on the amount of such
          Net Rate Carryover for each such Class;

               (2) in the case of any such amounts received on the Class
          1-AV-[1] Corridor Contract, to the Class 1-AV-[1] Certificates to
          the extent needed to pay any Net Rate Carryover with respect to such
          Class;

               (3) in the case of any such amounts received on the Class
          1-AV-[2] Corridor Contract, to the Class 1-AV-[2] Certificates to
          the extent needed to pay any Net Rate Carryover with respect to such
          Class;

               (4) in the case of any such amounts received on the Class
          2-AV-[1] Corridor Contract, to the Class 2-AV-[1] Certificates to
          the extent needed to pay any Net Rate Carryover with respect to such
          Class;

               (5) in the case of any such amounts received on the Adjustable
          Rate Subordinate Corridor Contract, sequentially to the Class
          MV-[1], Class MV-[2] and Class MV-[3] and Class BV Certificates to
          the extent needed to pay any Net Rate Carryover with respect to such
          Classes;

               (6) any remaining amounts to make any Required Secondary
          Carryover Reserve Fund Deposit (after all other deposits and
          withdrawals from the Carryover Reserve Fund on such Distribution
          Date, including the use of any available Fixed Rate Loan Group
          Excess Cashflow and Adjustable Rate Loan Group Excess Cashflow to
          make such Required Secondary Carryover Reserve Fund Deposit); and

               (7) any remaining amounts to (i) the holders of the Class [CF]
          Certificates, in the case of amounts received in respect of the
          Class AF-[1B] and Fixed Rate Subordinate Corridor Contract and (ii)
          the Class [CV] Certificates, in the case of amounts received in
          respect of the Class 1-AV-[1] Corridor Contract, the Class 1-AV-[2]
          Corridor Contract, the Class 2-AV-[1] Corridor Contract and the
          Adjustable Rate Subordinate Corridor Contract, unless a Corridor
          Contract is subject to early termination, in which case any early
          termination payments received on such Corridor Contract shall be
          deposited by the Trustee in the Carryover Reserve Fund to cover any
          Net Rate Carryover



                                     110
<PAGE>


          on the Certificates entitled thereto on future Distribution Dates
          until the applicable Corridor Contract Termination Date.

          (i) To the extent that a Class of Interest Bearing Certificates
receives interest in excess of the Net Rate Cap, such interest shall be deemed
to have been paid to the Carryover Reserve Fund and then paid by the Carryover
Reserve Fund to those Certificateholders. For purposes of the Code, amounts
deemed deposited in the Carryover Reserve Fund shall be deemed to have first
been distributed (i) in the case of any such amounts relating to the Class
AF-[1B] and Fixed Rate Subordinate Corridor Contract, the Class [CF]
Certificates, and (ii) in the case of any such amounts relating to the Class
1-AV-[1] Corridor Contract, the Class 1-AV-[2] Corridor Contract, the Class
2-AV-[1] Corridor Contract and the Adjustable Rate Subordinate Corridor
Contract, the Class [CV] Certificates.

          (j) On each Distribution Date, all Prepayment Charges (including
amounts deposited in connection with the full or partial waiver of such
Prepayment Charges pursuant to Section 3.20) with respect to the Fixed Rate
Loan Group shall be allocated to the Class [PF] Certificates. On each
Distribution Date, all Prepayment Charges (including amounts deposited in
connection with the full or partial waiver of such Prepayment Charges pursuant
to Section 3.20) with respect to the Adjustable Rate Loan Group and all
Prepayment Charge Guaranty Payment Amounts shall be allocated to the Class
[PV] Certificates. On the Class [PF] Principal Distribution Date, the Trustee
shall make the $100.00 distribution to the Class [PF] Certificates as
specified in Section 3.08. On the Class [PV] Principal Distribution Date, the
Trustee shall make the $100.00 distribution to the Class [PV] Certificates as
specified in Section 3.08.

          (k) On each Distribution Date, the Trustee shall allocate the
Applied Realized Loss Amount for the Fixed Rate Loan Group to reduce the
Certificate Principal Balances of the Fixed Rate Subordinate Certificates in
the following order of priority:

               (1) to the Class BF Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

               (2) to the Class MF-[3] Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

               (3) to the Class MF-[2] Certificates until the Certificate
          Principal Balance thereof is reduced to zero; and

               (4) to the Class MF-[1] Certificates until the Certificate
          Principal Balance thereof is reduced to zero.

          (l) On each Distribution Date, the Trustee shall allocate the
Applied Realized Loss Amount for the Adjustable Rate Loan Group to reduce the
Certificate Principal Balances of the Adjustable Rate Subordinate Certificates
in the following order of priority:

               (1) to the Class BV Certificates until the Certificate
          Principal Balance thereof is reduced to zero;



                                     111
<PAGE>


               (2) to the Class MV-[3] Certificates until the Certificate
          Principal Balance thereof is reduced to zero;

               (3) to the Class MV-[2] Certificates until the Certificate
          Principal Balance thereof is reduced to zero; and

               (4) to the Class MV-[1] Certificates until the Certificate
          Principal Balance thereof is reduced to zero.

          (m) On each Distribution Date, the Trustee shall allocate the amount
of the Subsequent Recoveries for the Fixed Rate Loan Group, if any, to
increase the Certificate Principal Balances of the Fixed Rate Subordinate
Certificates to which Applied Realized Loss Amounts have been previously
allocated in the following order of priority:

               (1) to the Class MF-[1] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MF-[1]
          Certificates;

               (2) to the Class MF-[2] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MF-[2]
          Certificates;

               (3) to the Class MF-[3] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MF-[3]
          Certificates; and

               (4) to the Class BF Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class BF
          Certificates.

          (n) On each Distribution Date, the Trustee shall allocate the amount
of the Subsequent Recoveries for the Adjustable Rate Loan Group, if any, to
increase the Certificate Principal Balances of the Adjustable Rate Subordinate
Certificates to which Applied Realized Loss Amounts have been previously
allocated in the following order of priority:

               (1) to the Class MV-[1] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MV-[1]
          Certificates;

               (2) to the Class MV-[2] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MV-[2]
          Certificates;

               (3) to the Class MV-[3] Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class MV-[3]
          Certificates;

               (4) to the Class BV Certificates, but not by more than the
          amount of the Unpaid Realized Loss Amount of the Class BV
          Certificates;

          Holders of Certificates to which any Subsequent Recoveries have been
allocated shall not be entitled to any payment in respect of Current Interest
on the amount of such increases for any Accrual Period preceding the
Distribution Date on which such increase occurs.



                                     112
<PAGE>


          Subject to Section 9.02 hereof respecting the final distribution, on
each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trustee at least 5 Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates with
an aggregate initial Certificate Principal Balance of not less than
$[1,000,000] or evidencing a Percentage Interest aggregating [10]% or more
with respect to such Class or, if not, by check mailed by first class mail to
such Certificateholder at the address of such holder appearing in the
Certificate Register. Notwithstanding the foregoing, but subject to Section
9.02 hereof respecting the final distribution, distributions with respect to
Certificates registered in the name of a Depository shall be made to such
Depository in immediately available funds.

          On or before _____ p.m. Pacific time on the second Business Day
following each Determination Date, the Master Servicer shall deliver a report
to the Trustee (in the form of a computer readable magnetic tape or by such
other means as the Master Servicer and the Trustee may agree from time to
time) containing such data and information as agreed to by the Master Servicer
and the Trustee (including, without limitation, the actual mortgage rate for
each Credit Comeback Loan) such as to permit the Trustee to prepare the
Monthly Statement to Certificateholders and make the required distributions
for the related Distribution Date (the "Remittance Report"). The Trustee shall
not be responsible to recompute, recalculate or verify information provided to
it by the Master Servicer and shall be permitted to conclusively rely on any
information provided to it by the Master Servicer.

          Section 4.05 Monthly Statements to Certificateholders.

          (a) Not later than each Distribution Date, the Trustee shall prepare
and cause to be forwarded by first class mail to each Holder of a Class of
Certificates of the Trust Fund, the Master Servicer, each Seller and the
Depositor a statement setting forth for the Certificates:

               (1) the amount of the related distribution to Holders of each
          Class allocable to principal, separately identifying (A) the
          aggregate amount of any Principal Prepayments included therein and
          (B) the aggregate of all scheduled payments of principal included
          therein;

               (2) the amount of such distribution to Holders of each Class
          allocable to interest;

               (3) any Interest Carry Forward Amount for each Class;

               (4) the Certificate Principal Balance of each Class after
          giving effect (i) to all distributions allocable to principal on
          such Distribution Date, (ii) the allocation of any Applied Realized
          Loss Amounts for such Distribution Date and (iii) the allocation of
          any Subsequent Recoveries for such Distribution Date;

               (5) the aggregate Stated Principal Balance of the Mortgage
          Loans for the Mortgage Pool and each Loan Subgroup;



                                     113
<PAGE>


               (6) the related amount of the Servicing Fees paid to or
          retained by the Master Servicer for the related Due Period;

               (7) the Pass-Through Rate for each Class of Certificates with
          respect to the current Accrual Period;

               (8) the Net Rate Carryover paid on any Class of Certificates on
          such Distribution Date and any Net Rate Carryover remaining on any
          Class of Certificates on such Distribution Date;

               (9) the amount of Advances for each Loan Subgroup included in
          the distribution on such Distribution Date;

               (10) the number and aggregate principal amounts of Mortgage
          Loans in each Loan Subgroup: (A) Delinquent (exclusive of Mortgage
          Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89 days and (3)
          90 or more days, and (B) in foreclosure and Delinquent (1) 30 to 59
          days, (2) 60 to 89 days and (3) 90 or more days, in each case as of
          the close of business on the last day of the calendar month
          preceding such Distribution Date;

               (11) with respect to any Mortgage Loan that became an REO
          Property during the preceding calendar month in each Loan Subgroup,
          the loan number and Stated Principal Balance of such Mortgage Loan
          and the date of acquisition thereof;

               (12) the aggregate Stated Principal Balance of any Mortgage
          Loans converted to REO Properties, in each Loan Subgroup as of the
          close of business on the Determination Date preceding such
          Distribution Date;

               (13) the total number and Stated Principal Balance of all
          Liquidated Mortgage Loans;

               (14) with respect to any Liquidated Mortgage Loan in each Loan
          Subgroup, the loan number and Stated Principal Balance relating
          thereto;

               (15) whether a Fixed Rate Trigger Event or an Adjustable Rate
          Trigger Event has occurred;

               (16) the amount of the distribution made to the Holders of the
          Class P Certificates;

               (17) the aggregate amount of Mortgage Loans in which respect of
          which the Master Servicer has submitted claims under the Mortgage
          Insurance Policies and the aggregate amount of such claims;

               (18) the amount, if any, of Realized Losses and Subsequent
          Recoveries allocated to the Fixed Rate Subordinate Certificates and
          the Adjustable Rate Subordinate Certificates for such Distribution
          Date;



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<PAGE>


               (19) the amount, if any, received under each Corridor Contract
          for such Distribution Date;

               (20) all payments made by the Master Servicer in respect of
          Compensating Interest for such Distribution Date;

               (21) the information set forth in the Prepayment Charge
          Schedule; and

               (22) the amount claimed under the Guaranty immediately prior to
          such Distribution Date.

          (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer.
The Trustee shall send a copy of each statement provided pursuant to this
Section 4.05 to each Rating Agency and the NIM Insurer. The Trustee may make
the above information available to Certificateholders via the Trustee's
website at _______________________.

          (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(1), (a)(2) and (a)(6) of
this Section 4.05 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in effect.

          (d) Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Class A-R Certificates the Form 1066 and each
Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class A-R Certificates with respect
to the following matters:

               (1) The original projected principal and interest cash flows on
          the Closing Date on each related Class of regular and residual
          interests created hereunder and on the Mortgage Loans, based on the
          Prepayment Assumption;

               (2) The projected remaining principal and interest cash flows
          as of the end of any calendar quarter with respect to each related
          Class of regular and residual interests created hereunder and the
          Mortgage Loans, based on the Prepayment Assumption;

               (3) The applicable Prepayment Assumption and any interest rate
          assumptions used in determining the projected principal and interest
          cash flows described above;

               (4) The original issue discount (or, in the case of the
          Mortgage Loans, market discount) or premium accrued or amortized
          through the end of such calendar quarter with respect to each
          related Class of regular or residual interests created hereunder and
          to the Mortgage Loans, together with each constant yield to maturity
          used in computing the same;



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<PAGE>


               (5) The treatment of losses realized with respect to the
          Mortgage Loans or the regular interests created hereunder, including
          the timing and amount of any cancellation of indebtedness income of
          the related REMIC with respect to such regular interests or bad debt
          deductions claimed with respect to the Mortgage Loans;

               (6) The amount and timing of any non-interest expenses of the
          related REMIC; and

               (7) Any taxes (including penalties and interest) imposed on the
          related REMIC, including, without limitation, taxes on "prohibited
          transactions," "contributions" or "net income from foreclosure
          property" or state or local income or franchise taxes.

          The information pursuant to clauses (1), (2), (3) and (4) above
shall be provided by the Depositor pursuant to Section 8.11.

          Section 4.06 [Reserved]

          Section 4.07 [Reserved]

          Section 4.08 Carryover Reserve Fund.

          (a) On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Holders of the Certificates, the
Carryover Reserve Fund and shall deposit $[10,000] therein. The Carryover
Reserve Fund shall be an Eligible Account, and funds on deposit therein shall
be held separate and apart from, and shall not be commingled with, any other
moneys, including without limitation, other moneys held by the Trustee
pursuant to this Agreement.

          (b) On each Distribution Date, the Trustee shall deposit all amounts
received pursuant to the Corridor Contracts in the Carryover Reserve Fund. The
Trustee shall make withdrawals from the Carryover Reserve Fund to make
distributions in respect of Net Rate Carryover as to the extent required by
Section 4.04.

          (c) Any amounts received on the Class AF-[1B] and Fixed Rate
Subordinate Corridor Contract, the Class 1-AV-[1] Corridor Contract, the Class
1-AV-[2] Corridor Contract, the Class 2-AV-[1] Corridor Contract and the
Adjustable Rate Subordinate Corridor Contract with respect to a Distribution
Date and remaining after the distributions required pursuant to Section
4.04(h)(1) through (6) and (ii), first, shall be used to make any Required
Secondary Carryover Reserve Fund Deposit (after all other deposits and
withdrawals from the Carryover Reserve Fund on such Distribution Date,
including the use of any available Excess Cashflow to make such Required
Secondary Carryover Reserve Fund Deposit), and second, shall be distributed
(i) in the case of any such amounts relating to the Class AF-[1B] and Fixed
Rate Subordinate Corridor Contract, to the Class [CF] Certificates, and (ii)
in the case of any such amounts relating to the Class 1-AV-[1] Corridor
Contract, the Class 1-AV-[2] Corridor Contract, the Class 2-AV-[1] Corridor
Contract and the Adjustable Rate Subordinate Corridor Contract, to the [CV]
Certificates; provided, however, that if the Class AF-[1B] and Fixed Rate
Subordinate Corridor Contract, the Class 1-AV-[1] Corridor Contract, the Class
1-AV-[2] Corridor Contract, the Class 2-AV-[1] Corridor Contract and the
Adjustable Rate Subordinate Corridor Contract is



                                     116
<PAGE>


subject to early termination, early termination payments received on such
Corridor Contract shall be deposited by the Trustee in the Carryover Reserve
Fund and withdrawn from the Carryover Reserve Fund to pay any Net Rate
Carryover for the applicable Classes of Certificates as provided in Section
4.04(h)(1) through (6) on the Distribution Dates following such termination to
and including the applicable Corridor Contract Termination Date, but such
early termination payments shall not be available for distribution to the
Class C Certificates on future Distribution Dates until the applicable
Corridor Contract Termination Date.

          (d) (1) Funds in the Carryover Reserve Fund in respect of amounts
received of under the Class AF-[1B] and Fixed Rate Subordinate Corridor
Contract may be invested in Permitted Investments at the direction of the
Majority Holder of the Class [CF] Certificates (voting as a single Class),
which Permitted Investments shall mature not late than the Business Day
immediately preceding the first Distribution Date that follows the date of
such investment (except that if such Permitted Investment is an obligation of
the institution that maintains the Carryover Reserve Fund, then such Permitted
Investment shall mature not later than such Distribution Date) and shall not
be sold or disposed of prior to maturity. All such Permitted Investments shall
be made in the name of the Trustee, for the benefit of the Certificateholders.
In the absence of such written direction, all funds in the Carryover Reserve
Fund in respect of amounts received of under the Class AF-[1B] and Fixed Rate
Subordinate Corridor Contract shall be invested by the Trustee in
______________________ cash reserves. Any net investment earnings on such
amounts shall be payable pro rata to the Holders of the Class [CF]
Certificates in accordance with their Percentage Interests. Any losses
incurred in the Carryover Reserve Fund in respect of any such investments
shall be charged against amounts on deposit in the Carryover Reserve Fund (or
such investments) immediately as realized.

               (2) Funds in the Carryover Reserve Fund in respect of amounts
          received of under the Class 1-AV-[1] Corridor Contract, the Class
          1-AV-[2] Corridor Contract, the Class 2-AV-[1] Corridor Contract and
          the Adjustable Rate Subordinate Corridor Contract may be invested in
          Permitted Investments at the direction of the Majority Holder of the
          Class [CV] Certificates (voting as a single Class), which Permitted
          Investments shall mature not late than the Business Day immediately
          preceding the first Distribution Date that follows the date of such
          investment (except that if such Permitted Investment is an
          obligation of the institution that maintains the Carryover Reserve
          Fund, then such Permitted Investment shall mature not later than
          such Distribution Date) and shall not be sold or disposed of prior
          to maturity. All such Permitted Investments shall be made in the
          name of the Trustee, for the benefit of the Certificateholders. In
          the absence of such written direction, all funds in the Carryover
          Reserve Fund in respect of amounts received of under the Class
          1-AV-[1] Corridor Contract, the Class 1-AV-[2] Corridor Contract,
          the Class 2-AV-[1] Corridor Contract and the Adjustable Rate
          Subordinate Corridor Contract shall be invested by the Trustee in
          __________________ cash reserves. Any net investment earnings on
          such amounts shall be payable pro rata to the Holders of the Class
          [CV] Certificates in accordance with their Percentage Interests. Any
          losses incurred in the Carryover Reserve Fund in respect of any such
          investments shall be charged against amounts on deposit in the
          Carryover Reserve Fund (or such investments) immediately as
          realized.



                                     117
<PAGE>


               (3) The Trustee shall not be liable for the amount of any loss
          incurred in respect of any investment or lack of investment of funds
          held in the Carryover Reserve Fund and made in accordance with this
          Section 4.08. The Carryover Reserve Fund will not constitute an
          asset of any REMIC created hereunder. The Class C Certificates shall
          evidence ownership of the Carryover Reserve Fund for federal tax
          purposes.

          Section 4.09 Credit Comeback Excess Account

          (a) On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Holders of the Certificates, the
Credit Comeback Excess Account. The Credit Comeback Excess Account shall be an
Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this
Agreement.

          (b) On each Distribution Date, the Trustee shall deposit all Credit
Comeback Excess Amounts in the Credit Comeback Excess Account. The Trustee
shall make withdrawals from the Credit Comeback Excess Account to make
distributions as and to the extent required by Section 4.04.

          (c) Funds in the Credit Comeback Excess Account may be invested in
Permitted Investments at the written direction of the Majority Holder of the
Class CF Certificates (voting as a single Class), which Permitted Investments
shall mature not later than the Business Day immediately preceding the first
Distribution Date that follows the date of such investment (except that if
such Permitted Investment is an obligation of the institution that maintains
the Credit Comeback Excess Account, then such Permitted Investment shall
mature not later than such Distribution Date) and shall not be sold or
disposed of prior to maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Certificateholders. In the
absence of such written direction, all funds in the Credit Comeback Excess
Account shall be invested by the Trustee in ______________ cash reserves. Any
net investment earnings on such amounts shall be payable pro rata to the
Holders of the Class CF Certificates in accordance with their Percentage
Interests. Any losses incurred in the Credit Comeback Excess Account in
respect of any such investments shall be charged against amounts on deposit in
the Credit Comeback Excess Account (or such investments) immediately as
realized.

          (d) The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
the Credit Comeback Excess Account and made in accordance with this Section
4.09. The Credit Comeback Excess Account shall not constitute an asset of any
REMIC created hereunder. The Class CF Certificates shall evidence ownership of
the Credit Comeback Excess Account for federal tax purposes.

                                  ARTICLE V.
                               THE CERTIFICATES

          Section 5.01 The Certificates.

          The Certificates shall be substantially in the forms attached hereto
as Exhibits A-1 through A-18, Exhibits B-1 and B-2, Exhibits C-1 and C-2,
Exhibit D and Exhibit E. The Certificates shall be issuable in registered
form, in the minimum dollar denominations, integral



                                     118
<PAGE>


dollar multiples in excess thereof and aggregate dollar denominations as set
forth in the following table:

<TABLE>
<CAPTION>

                                          Minimum               Integral Multiples in           Original Certificate
            Class                       Denomination              Excess of Minimum               Principal Balance
-----------------------------------------------------------------------------------------------------------------------
<S>      <C>                            <C>                          <C>                           <C>
           AF-[1A]                       $[20,000]                    $[1,000]                      $___________
           AF-[1B]                       $[20,000]                    $[1,000]                      $___________
             AF-_                        $[20,000]                    $[1,000]                      $___________
             AF-_                        $[20,000]                    $[1,000]                      $___________
             AF-_                        $[20,000]                    $[1,000]                      $___________
             AF-_                        $[20,000]                    $[1,000]                      $___________
             AF-_                        $[20,000]                    $[1,000]                      $___________
            MF-[1]                       $[20,000]                    $[1,000]                      $___________
            MF-[2]                       $[20,000]                    $[1,000]                      $___________
            MF-[3]                       $[20,000]                    $[1,000]                      $___________
              BF                         $[20,000]                    $[1,000]                      $___________
           1-AV-[1]                      $[20,000]                    $[1,000]                      $___________
           1-AV-[2]                      $[20,000]                    $[1,000]                      $___________
           2-AV-[1]                      $[20,000]                    $[1,000]                      $___________
            MV-[1]                       $[20,000]                    $[1,000]                      $___________
            MV-[2]                       $[20,000]                    $[1,000]                      $___________
            MV-[3]                       $[20,000]                    $[1,000]                      $___________
             A-R                         $99.95(1)                       N/A                                $100
             [CF]                           N/A                          N/A                                 N/A
             [CV]                           N/A                          N/A                                 N/A
             [PF]                           N/A                          N/A                                $100
             [PV]                           N/A                          N/A                                $100

</TABLE>

(1)     The Tax Matters Person Certificate may be issued in a denomination of
        $0.05.

          The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall
bind the Trustee, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such authentication
and delivery. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set
forth as attached hereto executed by the Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication. On the Closing Date, the Trustee shall
authenticate the Certificates to be issued at the written direction of the
Depositor, or any affiliate thereof.

          The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.



                                     119
<PAGE>


          Section 5.02 Certificate Register; Registration of Transfer and
                       Exchange of Certificates.

          (a) The Trustee shall maintain a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and
to such reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of Transfer
of any Certificate, the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of the
same Class and of like aggregate Percentage Interest.

          At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates that the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written instrument of Transfer in form satisfactory to the Trustee duly
executed by the holder thereof or his attorney duly authorized in writing.

          No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required.

          All Certificates surrendered for registration of Transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

          (b) No Transfer of a Private Certificate shall be made unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities laws, the
Certificateholder desiring to effect such Transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee
in writing the facts surrounding the Transfer in substantially the forms set
forth in Exhibit J (the "Transferor Certificate") and (i) deliver a letter in
substantially the form of either Exhibit K (the "Investment Letter") or
Exhibit L (the "Rule 144A Letter") or (ii) there shall be delivered to the
Trustee at the expense of the Certificateholder desiring to effect such
transfer an Opinion of Counsel that such Transfer may be made pursuant to an
exemption from the Securities Act; provided, however, that in the case of the
delivery of an Investment Letter in connection with the transfer of any Class
C or Class P Certificate to a transferee that is formed with the purpose of
issuing notes backed by such Class C or Class P Certificate, as the case may
be, clause (b) and (c) of the form of Investment Letter shall not be
applicable and shall be deleted by such transferee. The Depositor shall
provide to any Holder of a Private Certificate and any prospective transferee
designated by any such Holder, information regarding the related



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Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for transfer of any such Certificate without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A.
The Trustee, the Co-Trustee and the Master Servicer shall cooperate with the
Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such Transfer shall, and does hereby agree to, indemnify the Trustee, the
Co-Trustee, the Depositor, the Trust Fund, each Seller, the Master Servicer
and the NIM Insurer against any liability that may result if the Transfer is
not so exempt or is not made in accordance with such federal and state laws.

          No Transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
K or Exhibit L, or in the event such Certificate is a Residual Certificate,
such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that (x) such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or a plan or arrangement subject
to Section 4975 of the Code, or a Person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement, or (ii) in
the case of an ERISA-Restricted Certificate that has been the subject of an
ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificate with funds contained in
an "insurance company general account" (as such term is defined in section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificate satisfy the requirements for
exemptive relief under Sections I and III of PTCE 95-60 or (ii) in the case of
any ERISA-Restricted Certificate presented for registration in the name of an
employee benefit plan or arrangement subject to ERISA, or a plan or
arrangement subject to Section 4975 of the Code (or comparable provisions of
any subsequent enactments), or a trustee of any such plan or arrangement or
any other person acting on behalf of any such plan or arrangement, an Opinion
of Counsel satisfactory to the Trustee to the effect that the purchase or
holding of such ERISA-Restricted Certificate will not result in a non-exempt
prohibited transaction under ERISA or the Code and will not subject the
Trustee to any obligation in addition to those expressly undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee.
For purposes of the preceding sentence, one of such representations, as
appropriate, shall be deemed to have been made to the Trustee by the
transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance
by a Certificate Owner of the beneficial interest in any such Class of
ERISA-Restricted Certificates) unless the Trustee shall have received from the
transferee an Opinion of Counsel as described in clause (ii) or a
representation acceptable in form and substance to the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer
of an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
without the delivery to the Trustee of an Opinion of Counsel satisfactory to
the Trustee meeting the requirements of clause (i) of the first sentence of
this paragraph as described above shall be void and of no effect. The



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Trustee shall be under no liability to any Person for any registration of
transfer of any ERISA-Restricted Certificate that is in fact not permitted by
this Section 5.02(b) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under
the provisions of this Agreement so long as the Trustee, with respect to the
transfer of such Classes of Certificates, required delivery of such
certificates and other documentation or evidence as are expressly required by
the terms of this Agreement and examined such certificates and other
documentation or evidence to determine compliance as to form with the express
requirements hereof. The Trustee shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact
an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan or arrangement subject to Section 4975 of the Code or a Person acting on
behalf of any such plan or arrangement at the time it became a Holder or, at
such subsequent time as it became such a plan or arrangement or Person acting
on behalf of such a plan or arrangement, all payments made on such
ERISA-Restricted Certificate at and after either such time. Any such payments
so recovered by the Trustee shall be paid and delivered by the Trustee to the
last preceding Holder of such Certificate that is not such a plan or
arrangement or Person acting on behalf of a plan or arrangement.

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

               (1) Each Person holding or acquiring any Ownership Interest in
          a Class A-R Certificate shall be a Permitted Transferee and shall
          promptly notify the Trustee of any change or impending change in its
          status as a Permitted Transferee.

               (2) No Ownership Interest in a Class A-R Certificate may be
          registered on the Closing Date or thereafter transferred, and the
          Trustee shall not register the Transfer of any Class A-R Certificate
          unless, the Trustee shall have been furnished with an affidavit (a
          "Transfer Affidavit") of the initial owner or the proposed
          transferee in the form attached hereto as Exhibit I.

               (3) Each Person holding or acquiring any Ownership Interest in
          a Class A-R Certificate shall agree (A) to obtain a Transfer
          Affidavit from any other Person to whom such Person attempts to
          Transfer its Ownership Interest in a Class A-R Certificate, (B) to
          obtain a Transfer Affidavit from any Person for whom such Person is
          acting as nominee, trustee or agent in connection with any Transfer
          of a Class A-R Certificate and (C) not to Transfer its Ownership
          Interest in a Class A-R Certificate, or to cause the Transfer of an
          Ownership Interest in a Class A-R Certificate to any other Person,
          if it has actual knowledge that such Person is not a Permitted
          Transferee or that such Transfer Affidavit is false.

               (4) Any attempted or purported Transfer of any Ownership
          Interest in a Class A-R Certificate in violation of the provisions
          of this Section 5.02(c) shall be absolutely null and void and shall
          vest no rights in the purported Transferee. If any purported
          transferee shall become a Holder of a Class A-R Certificate in
          violation of the provisions of this Section 5.02(c), then the last
          preceding Permitted Transferee shall be



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          restored to all rights as Holder thereof retroactive to the date of
          registration of Transfer of such Class A-R Certificate. The Trustee
          shall be under no liability to any Person for any registration of
          Transfer of a Class A-R Certificate that is in fact not permitted by
          Section 5.02(b) and this Section 5.02(c) or for making any payments
          due on such Certificate to the Holder thereof or taking any other
          action with respect to such Holder under the provisions of this
          Agreement so long as the Transfer was registered after receipt of
          the related Transfer Affidavit and Transferor Certificate. The
          Trustee shall be entitled but not obligated to recover from any
          Holder of a Class A-R Certificate that was in fact not a Permitted
          Transferee at the time it became a Holder or, at such subsequent
          time as it became other than a Permitted Transferee, all payments
          made on such Class A-R Certificate at and after either such time.
          Any such payments so recovered by the Trustee shall be paid and
          delivered by the Trustee to the last preceding Permitted Transferee
          of such Certificate.

               (5) The Master Servicer shall use its best efforts to make
          available, upon receipt of written request from the Trustee, all
          information necessary to compute any tax imposed under section
          860E(e) of the Code as a result of a Transfer of an Ownership
          Interest in a Class A-R Certificate to any Holder who is not a
          Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this Section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, either Seller
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any REMIC formed hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding or result in the imposition of any
tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Class A-R Certificate, by
acceptable of its Ownership Interest, shall be deemed to consent to any
amendment of this Agreement that, based on an Opinion of Counsel furnished to
the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Class A-R Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Class A-R Certificate that
is held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

          (d) The preparation and delivery of all affidavits, certifications
and opinions referred to above in this section 5.02 shall not be an expense of
the Trust Fund, the Trustee, the Depositor, either Seller or the Master
Servicer.

          Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

          If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and of the ownership thereof and (b) there is
delivered to the Master Servicer and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like Class, tenor and Percentage Interest.



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In connection with the issuance of any new Certificate under this Section
5.03, the Trustee may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.03
shall constitute complete and indefeasible evidence of ownership in the Trust
Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time. All Certificates surrendered to the
Trustee under the terms of this Section 5.03 shall be canceled and destroyed
by the Trustee in accordance with its standard procedures without liability on
its part.

          Section 5.04 Persons Deemed Owners.

          The Master Servicer, the Trustee, the NIM Insurer and any agent of
the Master Servicer, the NIM Insurer or the Trustee may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and none of the Master Servicer, the Trustee or
the NIM Insurer or any agent of the Master Servicer, the Trustee or the NIM
Insurer shall be affected by any notice to the contrary.

          Section 5.05 Access to List of Certificateholders' Names and
Addresses.

          If three or more Certificateholders or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such
Certificateholders or Certificate Owners desire to communicate with other
Certificateholders or Certificate Owners with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders or Certificate Owners propose to
transmit or if the Depositor or Master Servicer shall request such information
in writing from the Trustee, then the Trustee shall, within ten Business Days
after the receipt of such request, provide the Depositor, the Master Servicer
or such Certificateholders or Certificate Owners at such recipients' expense
the most recent list of the Certificateholders of the Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder or Certificate
Owner, by receiving and holding a Certificate, agree that the Trustee shall
not be held accountable by reason of the disclosure of any such information as
to the list of the Certificateholders hereunder, regardless of the source from
which such information was derived.

          Section 5.06 Book-Entry Certificates.

          The Book-Entry Certificates, upon original issuance, shall be issued
in the form of one typewritten Certificate (or more than one, if required by
the Depository) for each Class of such Certificates, to be delivered to the
Depository by or on behalf of the Depositor. Such Certificates shall initially
be registered on the Certificate Register in the name of the Depository or its
nominee, and no Certificate Owner of such Certificates will receive a
definitive certificate representing such Certificate Owner's interest in such
Certificates, except as provided in Section 5.08. Unless and until definitive,
fully registered Certificates ("Definitive Certificates") have been issued to
the Certificate Owners of such Certificates pursuant to Section 5.08:

          (a) the provisions of this Section shall be in full force and
effect;



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          (b) the Depositor, the Sellers, the Master Servicer and the Trustee
may deal with the Depository and the Depository Participants for all purposes
(including the making of distributions) as the authorized representative of
the respective Certificate Owners of such Certificates;

          (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

          (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Depository Participants;

          (e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;

          (f) the Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants; and

          (g) to the extent the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.

          For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may
be given by Certificate Owners (acting through the Depository and the
Depository Participants) owning Book-Entry Certificates evidencing the
requisite percentage of principal amount of such Class of Certificates.

          Section 5.07 Notices to Depository.

          Whenever any notice or other communication is required to be given
to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

          Section 5.08 Definitive Certificates.

          If, after Book-Entry Certificates have been issued with respect to
any Certificates, (a) the Depositor advises the Trustee that the Depository is
no longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Trustee or the
Depositor is unable to locate a qualified successor, or (b) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights
evidenced by any Class of Book-Entry Certificates advise the Trustee and the
Depository in writing through the Depository



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Participants that the continuation of a book-entry system with respect to
Certificates of such Class through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners of such Class, then the
Trustee shall notify all Certificate Owners of such Certificates, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners of such Class requesting the
same. The Depositor shall provide the Trustee with an adequate inventory of
Certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon surrender to the Trustee of any such Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall authenticate and deliver such Definitive
Certificates. Neither the Depositor nor the Trustee shall be liable for any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Certificateholders hereunder.

          Section 5.09 Maintenance of Office or Agency.

          The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in [New York City] where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices at ______________________________,
Attention: _______________, as offices for such purposes. The Trustee will
give prompt written notice to the Certificateholders of any change in such
location of any such office or agency.

                                 ARTICLE VI.
              THE DEPOSITOR, THE MASTER SERVICER AND THE SELLERS

          Section 6.01 Respective Liabilities of the Depositor, the Master
                       Servicer and the Sellers.

          The Depositor, the Master Servicer and each Seller shall each be
liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.

          Section 6.02 Merger or Consolidation of the Depositor, the Master
                       Servicer or the Sellers.

          The Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the United States or under the
laws of one of the states thereof and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement. The Master Servicer will keep in effect its
existence, rights and franchises as a limited partnership under the laws of
the United States or under the laws of one of the states thereof and will
obtain and preserve its qualification or registration to do business as a
foreign



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partnership in each jurisdiction in which such qualification or registration
is or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.

          Any Person into which the Depositor, the Master Servicer or either
Seller may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Master Servicer or either Seller
shall be a party, or any person succeeding to the business of the Depositor,
the Master Servicer or either Seller, shall be the successor of the Depositor,
the Master Servicer or such Seller, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided that
the successor or surviving Person to the Master Servicer shall be qualified to
service mortgage loans on behalf of Fannie Mae and Freddie Mac.

          Section 6.03 Limitation on Liability of the Depositor, the Sellers,
                       the Master Servicer, the NIM Insurer and Others.

          None of the Depositor, the Sellers, the NIM Insurer or the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer shall be under
any liability to the Trustee (except as provided in Section 8.05), the Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided that this provision shall not protect the Depositor, the
Sellers, the Master Servicer or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Sellers, the Master Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Sellers, the NIM Insurer,
the Master Servicer and any director, officer, employee or agent of the
Depositor, the Sellers, the NIM Insurer or the Master Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The
Depositor, the Sellers, the NIM Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Sellers, the NIM Insurer or
the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Sellers, the NIM Insurer or the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to
its respective duties hereunder and that in its opinion may involve it in any
expense or liability; provided that any of the Depositor, the Sellers, the NIM
Insurer or the Master Servicer may, in its discretion undertake any such
action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee
and the Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any



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liability resulting therefrom shall be, expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Sellers, the NIM Insurer and the Master
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 3.08 hereof.

          Section 6.04 Limitation on Resignation of Master Servicer.

          The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder
are no longer permissible under applicable law or (ii) upon appointment of a
successor servicer that is reasonably acceptable to the Trustee and the NIM
Insurer and the written confirmation from each Rating Agency (which
confirmation shall be furnished to the Depositor, the Trustee and the NIM
Insurer) that such resignation will not cause such Rating Agency to reduce the
then current rating of the Certificates. Any such determination pursuant to
clause (i) of the preceding sentence permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No resignation of the Master Servicer shall become effective
until the Trustee shall have assumed the Master Servicer's responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this Agreement.

          Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.

          The Master Servicer shall, for so long as it acts as servicer under
this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations
as servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae and Freddie Mac
for persons performing servicing for mortgage loans purchased by Fannie Mae
and Freddie Mac. In the event that any such policy or bond ceases to be in
effect, the Master Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer, meeting the
requirements set forth above as of the date of such replacement.

          The Master Servicer shall provide the Trustee and the NIM Insurer
(upon such party's reasonable request) with copies of any such insurance
policies and fidelity bond. The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer.

                                 ARTICLE VII.
                    DEFAULT; TERMINATION OF MASTER SERVICER

          Section 7.01 Events of Default.

          "Event of Default," wherever used herein, means any one of the
following events:

               (1) any failure by the Master Servicer to deposit in the
          Certificate Account or the Distribution Account or remit to the
          Trustee any payment (excluding a payment required to be made under
          Section 4.01 hereof) required to be made under the terms of



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          this Agreement, which failure shall continue unremedied for five
          calendar days and, with respect to a payment required to be made
          under Section 4.01(b) or (c) hereof, for one Business Day, after the
          date on which written notice of such failure shall have been given
          to the Master Servicer by the Trustee, the NIM Insurer or the
          Depositor, or to the Trustee, the NIM Insurer and the Master
          Servicer by the Holders of Certificates evidencing not less than 25%
          of the Voting Rights; or

               (2) any failure by the Master Servicer to observe or perform in
          any material respect any other of the covenants or agreements on the
          part of the Master Servicer contained in this Agreement or any
          representation or warranty shall prove to be untrue, which failure
          or breach shall continue unremedied for a period of 60 days after
          the date on which written notice of such failure shall have been
          given to the Master Servicer by the Trustee, the NIM Insurer or the
          Depositor, or to the Trustee by the Holders of Certificates
          evidencing not less than 25% of the Voting Rights; provided that the
          sixty-day cure period shall not apply to the initial delivery of the
          Mortgage File for Delay Delivery Mortgage Loans nor the failure to
          repurchase or substitute in lieu thereof; or

               (3) a decree or order of a court or agency or supervisory
          authority having jurisdiction in the premises for the appointment of
          a receiver or liquidator in any insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings, or for
          the winding-up or liquidation of its affairs, shall have been
          entered against the Master Servicer and such decree or order shall
          have remained in force undischarged or unstayed for a period of 60
          consecutive days; or

               (4) the Master Servicer shall consent to the appointment of a
          receiver or liquidator in any insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings of or
          relating to the Master Servicer or all or substantially all of the
          property of the Master Servicer; or

               (5) the Master Servicer shall admit in writing its inability to
          pay its debts generally as they become due, file a petition to take
          advantage of, or commence a voluntary case under, any applicable
          insolvency or reorganization statute, make an assignment for the
          benefit of its creditors, or voluntarily suspend payment of its
          obligations; or

               (6) the Master Servicer shall fail to reimburse in full the
          Trustee not later than [6:00] p.m. (New York time) on the Business
          Day following the related Distribution Date for any Advance made by
          the Trustee pursuant to Section 4.01(d) together with accrued and
          unpaid interest.

          If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the
Trustee shall, but only at the direction of either the NIM Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights, by
notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other
than its rights as a Certificateholder



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hereunder. On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer hereunder, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee. The Trustee shall thereupon make any Advance described in Section
4.01 hereof subject to Section 3.04 hereof. The Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. Unless expressly provided in such written notice, no
such termination shall affect any obligation of the Master Servicer to pay
amounts owed pursuant to Article VIII. The Master Servicer agrees to cooperate
with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the time be
credited to the Certificate Account, or thereafter be received with respect to
the Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of
the occurrence of an Event of Default.

          Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan that was due
prior to the notice terminating such Master Servicer's rights and obligations
as Master Servicer hereunder and received after such notice, that portion
thereof to which such Master Servicer would have been entitled pursuant to
Sections 3.08(a)(i) through (viii), and any other amounts payable to such
Master Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

          Section 7.02 Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms
and provisions hereof and applicable law including the obligation to make
advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all fees, costs and expenses relating to the Mortgage Loans
that the Master Servicer would have been entitled to if the Master Servicer
had continued to act hereunder. Notwithstanding the foregoing, if the Trustee
has become the successor to the Master Servicer in accordance with Section
7.01 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances pursuant to Section
4.01 hereof or if it is otherwise unable to so act, (i) appoint any
established mortgage loan servicing institution reasonably acceptable to the
NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), or
(ii) petition a court of competent jurisdiction to appoint any established
mortgage loan servicing institution, the appointment of which does not
adversely affect the then current rating of the Certificates and the NIM
Insurer guaranteed notes by each Rating Agency as the successor to the Master
Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder. Any
successor Master Servicer shall be an institution that is a Fannie Mae and
Freddie Mac approved seller/servicer in good standing, that has a net worth of
at least $15,000,000 and that is willing to service the Mortgage Loans and
executes and delivers to the Depositor and the Trustee an



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agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities and
indemnities of the Master Servicer under Section 6.03 hereof incurred prior to
termination of the Master Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation. No appointment of a
successor to the Master Servicer hereunder shall be effective until the
Trustee shall have consented thereto, and written notice of such proposed
appointment shall have been provided by the Trustee to each Certificateholder.
The Trustee shall not resign as servicer until a successor servicer has been
appointed and has accepted such appointment. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to Section 3.04 hereof, act
in such capacity as herein above provided. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided that no such compensation shall be in excess of that
permitted the Master Servicer hereunder. The Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Neither the Trustee nor any other successor
servicer shall be deemed to be in default hereunder by reason of any failure
to make, or any delay in making, any distribution hereunder or any portion
thereof or any failure to perform, or any delay in performing, any duties or
responsibilities hereunder, in either case caused by the failure of the Master
Servicer to deliver or provide, or any delay in delivering or providing, any
cash, information, documents or records to it.

          Any successor to the Master Servicer as servicer shall give notice
to the NIM Insurer and the Mortgagors of such change of servicer and shall,
during the term of its service as servicer maintain in force the policy or
policies that the Master Servicer is required to maintain pursuant to Section
6.05.

          In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
successor Master Servicer shall cause such assignment to be delivered to the
Co-Trustee promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such
assignment was recorded.



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          Section 7.03 Notification to Certificateholders.

          (a) Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, to each Rating Agency.

          (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder known to the Trustee, unless such Event of Default
shall have been cured or waived.

                                ARTICLE VIII.
                   CONCERNING THE TRUSTEE AND THE CO-TRUSTEE

          Section 8.01 Duties of Trustee.

          The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee (or the Co-Trustee, to the extent provided in this
Agreement) that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they
conform to the requirements of this Agreement, to the extent provided in this
Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee shall take action as it
deems appropriate to have the instrument corrected.

          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

               (1) prior to the occurrence of an Event of Default, and after
          the curing of all such Events of Default that may have occurred, the
          duties and obligations of the Trustee shall be determined solely by
          the express provisions of this Agreement, the Trustee shall not be
          liable, individually or as Trustee, except for the performance of
          such duties and obligations as are specifically set forth in this
          Agreement, no implied covenants or obligations shall be read into
          this Agreement against the Trustee and the Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon any certificates or opinions
          furnished to the Trustee and conforming to the requirements of this
          Agreement that it reasonably believed in good faith to be genuine
          and to have been duly executed by the proper authorities respecting
          any matters arising hereunder;



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               (2) the Trustee shall not be liable, individually or as
          Trustee, for an error of judgment made in good faith by a
          Responsible Officer or Responsible Officers of the Trustee, unless
          the Trustee was grossly negligent or acted in bad faith or with
          willful misfeasance;

               (3) the Trustee shall not be liable, individually or as
          Trustee, with respect to any action taken, suffered or omitted to be
          taken by it in good faith in accordance with the direction of the
          Holders of each Class of Certificates evidencing not less than 25%
          of the Voting Rights of such Class relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Trustee, or exercising any trust or power conferred upon the Trustee
          under this Agreement; and

               (4) without in any way limiting the provisions of this Section
          8.01 or Section 8.02 hereof, the Trustee shall be entitled to rely
          conclusively on the information delivered to it by the Master
          Servicer in a Trustee Advance Notice in determining whether or not
          it is required to make an Advance under Section 4.01(d), shall have
          no responsibility to ascertain or confirm any information contained
          in any Trustee Advance Notice, and shall have no obligation to make
          any Advance under Section 4.01(d) in the absence of a Trustee
          Advance Notice or actual knowledge by a Responsible Officer that (A)
          a required Advance was not made and (B) such required Advance was
          not a Nonrecoverable Advance.

          Section 8.02 Certain Matters Affecting the Trustee.

          (a) Except as otherwise provided in Section 8.01:

               (1) the Trustee may request and rely upon and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice,
          request, consent, order, appraisal, bond or other paper or document
          believed by it to be genuine and to have been signed or presented by
          the proper party or parties;

               (2) the Trustee may consult with counsel and any Opinion of
          Counsel shall be full and complete authorization and protection in
          respect of any action taken or suffered or omitted by it hereunder
          in good faith and in accordance with such Opinion of Counsel;

               (3) the Trustee shall not be liable, individually or as
          Trustee, for any action taken, suffered or omitted by it in good
          faith and believed by it to be authorized or within the discretion
          or rights or powers conferred upon it by this Agreement;

               (4) prior to the occurrence of an Event of Default hereunder
          and after the curing of all Events of Default that may have
          occurred, the Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, consent,
          order, approval, bond or other paper or document, unless requested
          in writing so to do by the NIM Insurer or the Holders of each Class
          of Certificates evidencing not less than 25% of the Voting Rights of
          such Class; provided, however, that if the payment within a
          reasonable time to the



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          Trustee of the costs, expenses or liabilities likely to be incurred
          by it in the making of such investigation is, in the opinion of the
          Trustee not reasonably assured to the Trustee by the NIM Insurer or
          such Certificateholders, the Trustee may require reasonable
          indemnity against such expense, or liability from the NIM Insurer or
          such Certificateholders as a condition to taking any such action;

               (5) the Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents, accountants or attorneys;

               (6) the Trustee shall not be required to expend its own funds
          or otherwise incur any financial liability in the performance of any
          of its duties hereunder if it shall have reasonable grounds for
          believing that repayment of such funds or adequate indemnity against
          such liability is not assured to it;

               (7) the Trustee shall not be liable, individually or as
          Trustee, for any loss on any investment of funds pursuant to this
          Agreement (other than as issuer of the investment security);

               (8) the Trustee shall not be deemed to have knowledge of an
          Event of Default until a Responsible Officer of the Trustee shall
          have received written notice thereof; and

               (9) the Trustee shall be under no obligation to exercise any of
          the trusts or powers vested in it by this Agreement or to make any
          investigation of matters arising hereunder or to institute, conduct
          or defend any litigation hereunder or in relation hereto at the
          request, order or direction of the NIM Insurer or any of the
          Certificateholders, pursuant to the provisions of this Agreement,
          unless the NIM Insurer or such Certificateholders, as applicable,
          shall have offered to the Trustee reasonable security or indemnity
          against the costs, expenses and liabilities that may be incurred
          therein or thereby.

          (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action
or proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

          Section 8.03 Trustee Not Liable for Mortgage Loans.

          The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Mortgage Loan or related document or of MERS or the MERS(R) System other than
with respect to the Trustee's execution and authentication of the
Certificates. The Trustee shall not be accountable for the use or application
by the Depositor or the Master Servicer of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage



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Loans or deposited in or withdrawn from the Certificate Account by the
Depositor or the Master Servicer.

          Section 8.04 Trustee May Own Certificates.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.

          Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses.

          The Master Servicer covenants and agrees to pay or reimburse the
Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must
engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are not in the ordinary
course of the duties of a trustee, paying agent or certificate registrar, in
the absence of a breach or default by any party hereto, the reasonable
compensation, expenses and disbursements of such persons, except any such
expense, disbursement or advance as may arise from its negligence, bad faith
or willful misconduct). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Master Servicer and held
harmless against any loss, liability or expense (i) incurred in connection
with any legal action relating to this Agreement or the Certificates, or in
connection with the performance of any of the Trustee's duties hereunder,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's
obligations and duties hereunder and (ii) resulting from any error in any tax
or information return prepared by the Master Servicer. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Trustee hereunder.

          Section 8.06 Eligibility Requirements for Trustee.

          The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and with a
credit rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on
the Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The corporation
or national banking association serving



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as Trustee may have normal banking and trust relationships with the Depositor,
the Sellers and the Master Servicer and their respective affiliates; provided
that such corporation cannot be an affiliate of the Master Servicer other than
the Trustee in its role as successor to the Master Servicer.

          Section 8.07 Resignation and Removal of Trustee.

          The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor
and the Master Servicer and by mailing notice of resignation by first class
mail, postage prepaid, to the Certificateholders at their addresses appearing
on the Certificate Register and each Rating Agency, not less than 60 days
before the date specified in such notice when, subject to Section 8.08, such
resignation is to take effect, and (2) acceptance of appointment by a
successor Trustee in accordance with Section 8.08 and meeting the
qualifications set forth in Section 8.06. If no successor Trustee shall have
been so appointed and have accepted appointment within 30 days after the
giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

          If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the NIM Insurer or the Depositor, (ii) the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by
any state in which the Trustee or the Trust Fund is located, (B) the
imposition of such tax would be avoided by the appointment of a different
trustee and (C) the Trustee fails to indemnify the Trust Fund against such
tax, then the Depositor, the NIM Insurer or the Master Servicer may remove the
Trustee and appoint a successor Trustee, reasonably acceptable to the NIM
Insurer, by written instrument, in triplicate, one copy of which instrument
shall be delivered to the Trustee, one copy of which shall be delivered to the
Master Servicer and one copy of which shall be delivered to the successor
Trustee.

          The Holders evidencing at least 51% of the Voting Rights of each
Class of Certificates may at any time remove the Trustee and appoint a
successor Trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered by the successor Trustee to the Master
Servicer one complete set to the Trustee so removed and one complete set to
the successor so appointed. Notice of any removal of the Trustee shall be
given to each Rating Agency by the successor Trustee.

          Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 8.08 hereof.



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          Section 8.08 Successor Trustee.

          Any successor Trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein.

          No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 hereof, is reasonably
acceptable to the NIM Insurer and its appointment shall not adversely affect
the then current ratings of the Certificates.

          Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to the NIM Insurer and all Holders of Certificates. If the
Depositor fails to mail such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Depositor.

          Section 8.09 Merger or Consolidation of Trustee.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of
Section 8.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

          Section 8.10 Appointment of Co-Trustee or Separate Trustee.

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee and reasonably acceptable to the NIM Insurer
to act as co-trustee or co-trustees jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust Fund or any part thereof,
whichever is applicable, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after
receipt by it of a request to do so, or in the case an Event of Default shall
have occurred and be continuing, the Trustee shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
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successor Trustee under Section 8.06 and no notice to Certificateholders of
the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.

          Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:

               (1) All rights, powers, duties and obligations conferred or
          imposed upon the Trustee, except for the obligation of the Trustee
          under this Agreement to advance funds on behalf of the Master
          Servicer, shall be conferred or imposed upon and exercised or
          performed by the Trustee and such separate trustee or co-trustee
          jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed
          (whether as Trustee hereunder or as successor to the Master Servicer
          hereunder), the Trustee shall be incompetent or unqualified to
          perform such act or acts, in which event such rights, powers, duties
          and obligations (including the holding of title to the Trust Fund or
          any portion thereof in any such jurisdiction) shall be exercised and
          performed singly by such separate trustee or co-trustee, but solely
          at the direction of the Trustee;

               (2) No trustee hereunder shall be held personally liable by
          reason of any act or omission of any other trustee hereunder; and

               (3) The Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee.

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and co-trustee
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer and the Depositor.

          Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.

          Section 8.11 Tax Matters.

          It is intended that each REMIC created pursuant to the Preliminary
Statement shall constitute, and that the affairs of the Trust Fund shall be
conducted so that each REMIC created pursuant to the Preliminary Statement
qualifies as, a "real estate mortgage investment



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conduit" as defined in and in accordance with the REMIC Provisions. In
furtherance of such intention, the Trustee covenants and agrees that it shall
act as agent (and the Trustee is hereby appointed to act as agent) on behalf
of the Trust Fund and that in such capacity it shall: (a) prepare and file, or
cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Returns (Form 1066 or any successor
form adopted by the Internal Revenue Service) and prepare and file or cause to
be prepared and filed with the Internal Revenue Service and applicable state
or local tax authorities income tax or information returns for each taxable
year with respect to each REMIC created hereunder containing such information
and at the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and
in such manner as may be required thereby; (b) within thirty days of the
Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the Holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such Form, and update such
information at the time or times in the manner required by the Code for the
Trust Fund; (c) make or cause to be made elections, on behalf of each REMIC
created hereunder to be treated as a REMIC on the federal tax return of each
such REMIC for its first taxable year (and, if necessary, under applicable
state law); (d) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when
required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Class A-R Certificate to a
Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder of an interest
(the reasonable cost of computing and furnishing such information may be
charged to the Person liable for such tax); (f) to the extent that they are
under its control conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of each REMIC
created hereunder as a REMIC under the REMIC Provisions; (g) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of any REMIC created hereunder; (h) pay, from
the sources specified in the penultimate paragraph of this Section 8.11, the
amount of any federal, state and local taxes, including prohibited transaction
taxes as described below, imposed on any REMIC created hereunder prior to the
termination of the Trust Fund when and as the same shall be due and payable
(but such obligation shall not prevent the Trustee or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Trustee from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); (i) sign or cause to be signed
federal, state or local income tax or information returns; (j) maintain
records relating to each REMIC created hereunder, including but not limited to
the income, expenses, assets and liabilities of each such REMIC, and the fair
market value and adjusted basis of the Trust Fund property determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns, schedules, statements or information; and (k) as and when
necessary and appropriate, represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an



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administrative adjustment as to any taxable year of any REMIC created
hereunder, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the
Trust Fund, and otherwise act on behalf of any REMIC created hereunder in
relation to any tax matter involving any such REMIC.

          In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within 10 days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans (and, to the extent not part of the
aforementioned, the information referred to in paragraphs (1), (2), (3) and
(4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order
to enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Trustee on a timely basis.

          In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in section 860F(a)(2) of the Code, on the "net
income from foreclosure property" of the Trust Fund as defined in section
860G(c) of the Code, on any contribution to the Trust Fund after the startup
day pursuant to section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the
California Revenue and Taxation Code if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) (x) the Master Servicer, in the case of
any such minimum tax, and (y) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party here fails to honor its
obligations under the preceding clauses (i) or (ii), any such tax will be paid
first with amounts otherwise to be distributed to the Class A-R
Certificateholders, and second with amounts otherwise to be distributed to all
other Certificateholders in the same manner as if such tax were a Realized
Loss that occurred ratably within each Loan Subgroup. Notwithstanding anything
to the contrary contained herein, to the extent that such tax is payable by
the Class A-R Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class A-R Certificates (and, if
necessary, second, from the Holders of the all other Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to such Holders in an amount sufficient to pay such tax. The Trustee agrees to
promptly notify in writing the party liable for any such tax of the amount
thereof and the due date for the payment thereof.

          The Trustee shall treat the Carryover Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is
owned by the holders of the Class C Certificates, and that is not an asset of
any REMIC created hereunder. The Trustee shall treat the rights of the holders
of each Class of certificates (other than the Class AF-[1A], Class P and Class
A-R Certificates) to receive payments from the Carryover Reserve Fund as
rights in an



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interest rate corridor contract written by: (i) the Corridor Contract
Counterparty in respect of any Net Rate Carryover funded by the Corridor
Contract and in respect of any residual payments from such Corridor Contract
received by the Class C Certificates, and (ii) the holders of the Class C
Certificates in respect of (a) any monies distributed pursuant to Sections
4.04(f)(15) and 4.04(g)(14) herein, in favor of the other Certificateholders.
Thus, each Certificate (other than the Class AF-[1A], Class P and Class A-R
Certificates) shall be treated as representing ownership of not only an Master
REMIC regular interest, but also ownership of an interest in an interest rate
corridor contract. For purposes of determining the issue price of the Master
REMIC regular interests, the Trustee shall assume that the interest rate
corridor contracts in respect of the Class AF-[1B] and Fixed Rate Subordinate
Certificates, Class 1-AV-[1], Class 1-AV-[2], Class 2-AV-[1], and Adjustable
Rate Subordinate Certificates have values of $_______ , $_______ , $________,
$________ and $________ , respectively.

          Section 8.12 Co-Trustee.

          (a) The Co-Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Co-Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement, to the extent
required by this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Co-Trustee shall
take action as it deems appropriate to have the instrument corrected.

          (b) No provision of this Agreement shall be construed to relieve the
Co-Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure
to perform its obligations in compliance with this Agreement, or any liability
that would be imposed by reason of its willful misfeasance or bad faith;
provided that:

               (1) the duties and obligations of the Co-Trustee shall be
          determined solely by the express provisions of this Agreement with
          the exception of Section 8.10, the Co-Trustee shall not be liable,
          individually or as Co-Trustee, except for the performance of such
          duties and obligations as are specifically set forth in this
          Agreement, no implied covenants or obligations shall be read into
          this Agreement against the Co-Trustee and the Co-Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon any certificates
          or opinions furnished to the Co-Trustee and conforming to the
          requirements of this Agreement that it reasonably believed in good
          faith to be genuine and to have been duly executed by the proper
          authorities respecting any matters arising hereunder; and

               (2) the Co-Trustee shall not be liable, individually or as
          Co-Trustee, for an error of judgment made in good faith by a
          Responsible Officer or Responsible Officers of the Trustee, unless
          the Co-Trustee was grossly negligent or acted in bad faith or with
          willful misfeasance.



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          (c) Except as otherwise provided in paragraph (b) above:

               (1) the Co-Trustee may request and rely upon and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice,
          request, consent, order, appraisal, bond or other paper or document
          believed by it to be genuine and to have been signed or presented by
          the proper party or parties;

               (2) the Co-Trustee may consult with counsel and any Opinion of
          Counsel shall be full and complete authorization and protection in
          respect of any action taken or suffered or omitted by it hereunder
          in good faith and in accordance with such Opinion of Counsel;

               (3) the Co-Trustee shall not be liable, individually or as
          Co-Trustee, for any action taken, suffered or omitted by it in good
          faith and believed by it to be authorized or within the discretion
          or rights or powers conferred upon it by this Agreement;

               (4) the Co-Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, consent,
          order, approval, bond or other paper or document;

               (5) the Co-Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents, accountants or attorneys; and

               (6) the Co-Trustee shall not be required to expend its own
          funds or otherwise incur any financial liability in the performance
          of any of its duties hereunder if it shall have reasonable grounds
          for believing that repayment of such funds or adequate indemnity
          against such liability is not assured to it.

          (d) The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, as the case may be, and the
Co-Trustee assumes no responsibility for their correctness. The Co-Trustee
makes no representations as to the validity or sufficiency of this Agreement
or of any Mortgage Loan or related document or of MERS or the MERS(R) System.
The Co-Trustee shall not be accountable for the use or application by the
Depositor or the Master Servicer of any funds paid to the Depositor or the
Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Certificate Account by the Depositor or the Master Servicer.

          (e) The Co-Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not the Co-Trustee.

          (f) The Master Servicer covenants and agrees (i) to pay to the
Co-Trustee from time to time, and the Co-Trustee shall be entitled to, such
compensation as shall be agreed in writing by the Master Servicer and the
Co-Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services



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rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Co-Trustee and (ii) to pay or reimburse the Co-Trustee, upon its request, for
all reasonable expenses, disbursements and advances incurred or made by the
Co-Trustee on behalf of the Trust Fund in accordance with any of the
provisions of this Agreement (including, without limitation: (A) the
reasonable compensation and the expenses and disbursements of its counsel, but
only for representation of the Co-Trustee acting in its capacity as Co-Trustee
hereunder and (B) to the extent that the Co-Trustee must engage persons not
regularly in its employ to perform acts or services on behalf of the Trust
Fund, which acts or services are not in the ordinary course of the duties of a
trustee, paying agent or certificate registrar, in the absence of a breach or
default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons, except any such expense, disbursement or
advance as may arise from its negligence, bad faith or willful misconduct).
The Co-Trustee and any director, officer, employee or agent of the Co-Trustee
shall be indemnified by the Master Servicer and held harmless against any
loss, liability or expense (i) incurred in connection with any legal action
relating to this Agreement or the Certificates, or in connection with the
performance of any of the Co-Trustee's duties hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of any of the Co-Trustee's duties hereunder or
by reason of reckless disregard of the Co-Trustee's obligations and duties
hereunder and (ii) resulting from any error in any tax or information return
prepared by the Master Servicer. Such indemnity shall survive the termination
of this Agreement or the resignation or removal of the Co-Trustee hereunder.

          (g) The Co-Trustee hereunder shall, at all times, be a corporation
or association organized and doing business under the laws of a state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority and with a
credit rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on
the Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.12 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Co-Trustee shall cease to be eligible in accordance with
the provisions of this Section 8.12, the Co-Trustee shall resign immediately
in the manner and with the effect specified in paragraph (h) below. The
corporation or national banking association serving as Co-Trustee may have
normal banking and trust relationships with the Depositor, the Sellers and the
Master Servicer and their respective affiliates; provided that such
corporation cannot be an affiliate of the Master Servicer other than the
Trustee in its role as successor to the Master Servicer.

          (h) The Co-Trustee may at any time resign and be discharged from the
trusts hereby created by giving 30 days prior written notice of resignation to
the Trustee, the Depositor and the Master Servicer. Upon such resignation the
Trustee (x) may appoint a successor Co-Trustee meeting the requirements in
paragraph (g) above and acceptable to the Master Servicer and the NIM Insurer
(in their sole discretion), so long as such Co-Trustee executes and delivers
to the other parties hereto an instrument agreeing to be bound by the
provisions of this



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Agreement or (y) may if permitted by the Master Servicer (in its sole
discretion) assume the rights and duties of the resigning Co-Trustee so long
as the Trustee executes and delivers an instrument to that effect.

          Section 8.13 Access to Records of the Trustee.

          The Trustee and any Co-Trustee shall afford the Sellers, the
Depositor, the Master Servicer, the NIM Insurer and each Certificate Owner
upon reasonable notice during normal business hours access to all records
maintained by the Trustee or Co-Trustee in respect of its duties under this
Agreement and access to officers of the Trustee responsible for performing its
duties. Upon request, the Trustee or Co-Trustee shall furnish the Depositor,
the Master Servicer, the NIM Insurer and any requesting Certificate Owner with
its most recent financial statements. The Trustee shall cooperate fully with
the Sellers, the Master Servicer, the Depositor, the NIM Insurer and the
Certificate Owner for review and copying any books, documents, or records
requested with respect to the Trustee's and Co-Trustee's respective duties
under this Agreement. The Sellers, the Depositor, the Master Servicer and the
Certificate Owner shall not have any responsibility or liability for any
action for failure to act by the Trustee or Co-Trustee and are not obligated
to supervise the performance of the Trustee under this Agreement or otherwise.

          Section 8.14 Suits for Enforcement.

          If an Event of Default or other material default by the Master
Servicer or the Depositor under this Agreement occurs and is continuing, at
the direction of the Certificateholders holding not less than 51% of the
Voting Rights or the NIM Insurer, the Trustee shall proceed to protect and
enforce its rights and the rights of the Certificateholders or the NIM Insurer
under this Agreement by a suit, action, or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted in
this Agreement or for the enforcement of any other legal, equitable, or other
remedy, as the Trustee, being advised by counsel, and subject to the
foregoing, shall deem most effectual to protect and enforce any of the rights
of the Trustee, the NIM Insurer and the Certificateholders.

                                  ARTICLE IX.
                                  TERMINATION

          Section 9.01 Termination upon Liquidation or Repurchase of all
                       Mortgage Loans.

          Subject to Section 9.03, the Trust Fund shall terminate and the
obligations and responsibilities of the Depositor, the Master Servicer, the
Sellers, the Trustee and the Co-Trustee created hereby shall terminate upon
the earlier of (a) the purchase by the Master Servicer or NIM Insurer (the
party exercising such purchase option, the "Terminator") of all of the
Mortgage Loans (and REO Properties) remaining in the Trust Fund at the price
equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
Loan in the Trust Fund (other than in respect of an REO Property), (ii)
accrued interest thereon at the applicable Mortgage Rate (or, if such
repurchase is effected by the Master Servicer, at the applicable Net Mortgage
Rate), (iii) the appraised value of any REO Property in the Trust Fund (up to
the Stated Principal Balance of the



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related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Terminator and the Trustee and (iv) plus, if the
Terminator is the NIM Insurer, any unreimbursed Servicing Advances, and the
principal portion of any unreimbursed Advances, made on the Mortgage Loans
prior to the exercise of such repurchase and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to related Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof and (ii) the
Latest Possible Maturity Date.

          The right to purchase all Mortgage Loans and REO Properties by the
Terminator pursuant to clause (a) of the immediately preceding paragraph shall
be conditioned upon (1) the Stated Principal Balance of the Mortgage Loans, at
the time of any such repurchase, aggregating [ten percent (10%)] or less of
the Cut-off Date Principal Balance of the Mortgage Loans, and (2) unless the
NIM Insurer otherwise consents, the purchase price for such Mortgage Loans and
REO Properties shall result in a final distribution on any NIM Insurer
guaranteed notes that is sufficient (x) to pay such notes in full and (y) to
pay any amounts due and payable to the NIM Insurer pursuant to the indenture
related to such notes.

          The NIM Insurer's right to purchase all Mortgage Loans and REO
Properties shall be further conditioned upon the written consent of the Master
Servicer.

          Section 9.02 Final Distribution on the Certificates.

          If on any Determination Date, (i) the Master Servicer determines
that there are no Outstanding Mortgage Loans and no other funds or assets in
the Trust Fund other than the funds in the Certificate Account related to such
Loan Group, the Master Servicer shall direct the Trustee to send a final
distribution notice promptly to each related Certificateholder or (ii) the
Trustee determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Trustee shall notify the related
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the
Corporate Trust Office of the Trustee. If the Terminator elects to terminate
pursuant to clause (a) of Section 9.01, at least 20 days prior to the date
notice is to be mailed to the affected Certificateholders, such electing party
shall notify the Depositor and the Trustee of the date such electing party
intends to terminate and of the applicable repurchase price of the related
Mortgage Loans and REO Properties.

          Notice of any termination, specifying the Distribution Date on which
related Certificateholders may surrender their Certificates for payment of the
final distribution and cancellation, shall be given promptly by the Trustee by
letter to related Certificateholders mailed not earlier than the 10th day and
no later than the 15th day of the month immediately preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution
Date upon which final distribution on related Certificates will be made upon
presentation and surrender of



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such Certificates at the office therein designated, (b) the amount of such
final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of such
Certificates at the office therein specified. The Terminator will give such
notice to each Rating Agency at the time such notice is given to the affected
Certificateholders.

          In the event such notice is given, the Master Servicer shall cause
all funds in the Certificate Account to be remitted to the Trustee for deposit
in the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of
the Certificates. Upon such final deposit and the receipt by the Trustee of a
Request for File Release therefor, the Co-Trustee shall promptly release to
the Master Servicer the Mortgage Files for the Mortgage Loans.

          Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each affected Class the
amounts allocable to such Certificates held in the Distribution Account (and,
if applicable, the Carryover Reserve Fund) in the order and priority set forth
in Section 4.04 hereof on the final Distribution Date and in proportion to
their respective Percentage Interests. Notwithstanding the reduction of the
Certificate Principal Balance of any Class of Certificates to zero, such Class
will be outstanding hereunder (solely for the purpose of receiving
distributions (if any) to which it may be entitled pursuant to the terms of
this Agreement and not for any other purpose) until the termination of the
respective obligations and responsibilities of the Depositor, each Seller, the
Master Servicer and the Trustee hereunder in accordance with Article IX.

          In the event that any affected Certificateholders shall not
surrender related Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
related Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one
year after the second notice all related Certificates shall not have been
surrendered for cancellation, the Class A-R Certificates shall be entitled to
all unclaimed funds and other assets that remain subject hereto.



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          Section 9.03 Additional Termination Requirements.

          (a) In the event the Terminator exercises its purchase option, the
Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Terminator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" of a REMIC, or (ii)
cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

                (1) The Master Servicer shall establish a 90-day liquidation
period and notify the Trustee thereof, which shall in turn specify the first
day of such period in a statement attached to the Trust Fund's final Tax
Return pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer
shall prepare a plan of complete liquidation and shall otherwise satisfy all
the requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of Counsel delivered to
the Trustee and the Depositor obtained at the expense of the Terminator;

                (2) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Master Servicer
as agent of the Trustee shall sell all of the assets of the Trust Fund to the
Terminator for cash; and

                (3) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of
Certificates, and the Trust Fund shall terminate at that time.

          (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Master Servicer to specify the 90-day liquidation period
for the Trust Fund, which authorization shall be binding upon all successor
Certificateholders. The Trustee shall attach a statement to the final federal
income tax return for each of any REMIC created hereunder stating that
pursuant to Treasury Regulation Section 1.860F-1, the first day of the 90-day
liquidation period for each the REMIC was the date on which the Trustee sold
the assets of the Trust Fund to the Terminator.

          (c) The Trustee as agent for each REMIC created hereunder hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Master Servicer, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1), and together with the Holders of the Class
A-R Certificates agree to take such other action in connection therewith as
may be reasonably requested by the Terminator.



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                                  ARTICLE X.

                           MISCELLANEOUS PROVISIONS

          Section 10.01 Amendment.

          This Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Sellers the Co-Trustee and the Trustee with the
consent of the NIM Insurer, without the consent of any of the
Certificateholders to cure any ambiguity, to correct or supplement any
provisions herein, to conform this Agreement to the Prospectus Supplement or
the Prospectus or to make such other provisions with respect to matters or
questions arising under this Agreement, as shall not be inconsistent with any
other provisions herein if such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of the respective ratings then assigned to the Certificates, it being
understood and agreed that any such letter in and of itself will not represent
a determination as to the materiality of any such amendment and will represent
a determination only as to the credit issues affecting any such rating. Any
amendment described above made solely to conform this Agreement to the
Prospectus or the Prospectus Supplement shall be deemed not to adversely
affect in any material respect the interests of the Certificateholders.
Notwithstanding the foregoing, no amendment that significantly changes the
permitted activities of the trust created by this Agreement may be made
without the consent of Certificateholders representing not less than 51% of
the Voting Rights of each Class of Certificates affected by such amendment.

          The Trustee, the Co-Trustee, the Depositor, the Master Servicer and
the Sellers with the consent of the NIM Insurer may also at any time and from
time to time amend this Agreement, without the consent of the
Certificateholders, to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of the Trust Fund as a REMIC under the Code or to avoid or minimize the risk
of the imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund at any time prior to the final redemption of
the Certificates, provided that the Trustee have been provided an Opinion of
Counsel, which opinion shall be an expense of the party requesting such
opinion but in any case shall not be an expense of the Trustee, to the effect
that such action is necessary or appropriate to maintain such qualification or
to avoid or minimize the risk of the imposition of such a tax.

          This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Sellers, the Co-Trustee and the Trustee
with the consent of the NIM Insurer and the Holders of each Class of
Certificates affected thereby evidencing not less than 51% of the Voting
Rights of such Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided
that no such amendment shall (i) reduce in any manner the amount of, or delay
the timing of, payments required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any



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material respect the interests of the Holders of any Class of Certificates in
a manner other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing 66% or more of the Voting Rights of such
Class, or (iii) reduce the aforesaid percentages of Certificates the Holders
of which are required to consent to any such amendment without the consent of
the Holders of all such Certificates then outstanding.

          Notwithstanding any contrary provision of this Agreement, Trustee
and the NIM Insurer shall not consent to any amendment to this Agreement
unless each shall have first received an Opinion of Counsel satisfactory to
the Trustee and the NIM Insurer, which opinion shall be an expense of the
party requesting such amendment but in any case shall not be an expense of the
Trustee or the NIM Insurer, to the effect that such amendment will not cause
the imposition of any tax on the Trust Fund or the Certificateholders or cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

          Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

          It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

          Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, reasonably satisfactory to
the Trustee and the NIM Insurer that (i) such amendment is permitted and is
not prohibited by this Agreement and that all requirements for amending this
Agreement have been complied with; and (ii) either (A) the amendment does not
adversely affect in any material respect the interests of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section 10.01.

          Section 10.02 Recordation of Agreement; Counterparts.

          This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer at its
expense.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

          Section 10.03 Governing Law.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK



                                     149
<PAGE>


APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          Section 10.04 Intention of Parties.

          It is the express intent of the parties hereto that the conveyance
of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Depositor to the Trustee be, and be construed as, an absolute sale thereof to
the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Depositor to the Trustee.
However, in the event that, notwithstanding the intent of the parties, such
assets are held to be the property of the Depositor, or if for any other
reason this Agreement is held or deemed to create a security interest in such
assets, then (i) this Agreement shall be deemed to be a security agreement
(within the meaning of the Uniform Commercial Code of the State of New York)
with respect to all such assets and security interests and (ii) the conveyance
provided for in this Agreement shall be deemed to be an assignment and a grant
pursuant to the terms of this Agreement by the Depositor to the Trustee, for
the benefit of the Certificateholders, of a security interest in all of the
assets that constitute the Trust Fund, whether now owned or hereafter
acquired.

          The Depositor for the benefit of the Certificateholders and the NIM
Insurer shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the assets of the Trust Fund, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement. The Depositor shall arrange for filing any Uniform Commercial Code
continuation statements in connection with any security interest granted or
assigned to the Trustee for the benefit of the Certificateholders.

          Section 10.05 Notices.

          (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

               (1) Any material change or amendment to this Agreement;

               (2) The occurrence of any Event of Default that has not been
          cured;

               (3) The resignation or termination of the Master Servicer or
          the Trustee and the appointment of any successor;

               (4) The repurchase or substitution of Mortgage Loans pursuant
          to Sections 2.02, 2.03, 2.04 and 3.12; and

               (5) The final payment to Certificateholders.



                                     150
<PAGE>


          In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:

               (6) Each report to Certificateholders described in Section
          4.05;

               (7) Each annual statement as to compliance described in Section
          3.17; and

               (8) Each annual independent public accountants' servicing
          report described in Section 3.18.

          (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the
Depositor, CWHEQ, Inc., [4500 Park Granada, Calabasas, California 91302,
facsimile number: (818) 225-4053, Attention: ______________, or such other
address as may be hereafter furnished to the Sellers, the Master Servicer and
the Trustee by the Depositor in writing; (ii) in the case of CHL, Countrywide
Home Loans, Inc., 4500 Park Granada, Calabasas, California 91302, facsimile
number (818) 225-4053, Attention: ______________, or such other address as may
be hereafter furnished to the Depositor, the Master Servicer and the Trustee
by the Sellers in writing; (iii) in the case of the Liquidity Trust,
[Countrywide LFT LLC], 4500 Park Granada, Calabasas, California 91302,
facsimile number (818) 225-4028, Attention: ______________, or such other
address as may be hereafter furnished to the Depositor, the Master Servicer
and the Trustee by the Sellers in writing; (iv) in the case of the Master
Servicer, [Countrywide Home Loans Servicing LP], 7105 Corporate Drive, Plano,
Texas 75024, facsimile number (805) 520-5623, Attention: ______________ or
such other address as may be hereafter furnished to the Depositor, the Sellers
and the Trustee by the Master Servicer in writing; (v) in the case of the
Trustee, _____________________, __________________________, Attention:
_____________________ CWHEQ, Series 200_-_, or such other address as the
Trustee may hereafter furnish to the Depositor or the Master Servicer; ; (vi)
in the case of the Co-Trustee, ____________________, __________________,
Attention: ________________, or such other address as the Co-Trustee may be
hereafter furnished to the Depositor, the Master Servicer and the Trustee; and
(vii) in the case of the Rating Agencies, (x) __________________, Attention:
________________, __________________________ and (y) __________________,
Attention: __________________________. Notices to Certificateholders shall be
deemed given when mailed, first postage prepaid, to their respective addresses
appearing in the Certificate Register.

          Section 10.06 Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.



                                     151
<PAGE>


          Section 10.07 Assignment.

          Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Master Servicer without the prior written consent of the Trustee and the
Depositor.

          Section 10.08 Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

          No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than
25% of the Voting Rights shall also have made written request to the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 10.08, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

          Section 10.09 Inspection and Audit Rights.

          The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, either Seller, the NIM Insurer or
the Trustee during the Master Servicer's normal business hours, to examine all
the books of account, records, reports and other



                                     152
<PAGE>


papers of the Master Servicer relating to the Mortgage Loans, to make copies
and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor, a Seller, the NIM
Insurer or the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Master Servicer hereby
authorizes such accountants to discuss with such representative such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested. Any out-of-pocket expense incident to the exercise by
the Depositor, either Seller, the NIM Insurer or the Trustee of any right
under this Section 10.09 shall be borne by the party requesting such
inspection; all other such expenses shall be borne by the Master Servicer.

          Section 10.10 Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due authentication
thereof by the Trustee pursuant to this Agreement, are and shall be deemed
fully paid.

          Section 10.11 Rights of NIM Insurer.

          (a) The rights of the NIM Insurer under this Agreement shall exist
only so long as either:

               (1) the notes certain payments on which are guaranteed by the
          NIM Insurer remain outstanding or

               (2) the NIM Insurer is owed amounts paid by it with respect to
          that guaranty.

          (b) The rights of the NIM Insurer under this Agreement are
exercisable by the NIM Insurer only so long as no default by the NIM Insurer
under its guaranty of certain payments under notes backed or secured by the
Class C or Class P Certificates has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so
long as:

               (1) the obligations of the NIM Insurer under its guaranty of
          notes backed or secured by the Class C or Class P Certificates have
          not been disavowed and

               (2) CHL and the Trustee have received reasonable assurances
          that the NIM Insurer will be able to satisfy its obligations under
          its guaranty of notes backed or secured by the Class C or Class P
          Certificates.

          (c) The NIM Insurer is a third party beneficiary of this Agreement
to the same extent as if it were a party to this Agreement and may enforce any
of those rights under this Agreement.



                                     153
<PAGE>


          (d) A copy of any documents of any nature required by this Agreement
to be delivered by the Trustee, or to the Trustee or the Rating Agencies,
shall in each case at the same time also be delivered to the NIM Insurer. Any
notices required to be given by the Trustee, or to the Trustee or the Rating
Agencies, shall in each case at the same time also be given to the NIM
Insurer. If the Trustee receives a notice or document that is required
hereunder to be delivered to the NIM Insurer, and if such notice or document
does not indicate that a copy thereof has been previously sent to the NIM
Insurer, the Trustee shall send the NIM Insurer a copy of such notice or
document. If such document is an Opinion of Counsel, the NIM Insurer shall be
an addressee thereof or such Opinion of Counsel shall contain language
permitting the NIM Insurer to rely thereon as if the NIM Insurer were an
addressee thereof.

          (e) Anything in this Agreement that is conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies shall also be conditioned on not resulting
in the downgrading or withdrawal of the ratings then assigned by the Rating
Agencies to the notes backed or secured by the Class C or Class P Certificates
(without giving effect to any policy or guaranty provided by the NIM Insurer).



                                     154
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                 CWHEQ, INC.,
                                     as Depositor


                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:


                                 [COUNTRYWIDE HOME LOANS, INC.],
                                     as Seller


                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:


                                 [COUNTRYWIDE LFT LLC],
                                     as Seller


                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:


                                 [COUNTRYWIDE HOME LOANS SERVICING LP],
                                     as Master Servicer


                                 By:  [COUNTRYWIDE GP, INC.]


                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:                                  ]



<PAGE>


                                 ----------------------------,
                                 as Trustee


                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:



                                 ----------------------------,
                                 as Co-Trustee




                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:



                                 ----------------------------,
                                 (solely with respect to its obligations under
                                 Section 4.01(d))



                                 By:
                                    ------------------------------------------
                                     Name:
                                     Title:



<PAGE>


STATE OF CALIFORNIA        )
                           )    ss.:
COUNTY OF LOS ANGELES      )

          On this ___ day of _______________, 200_, before me, a notary public
in and for said State, appeared ____________, personally known to me on the
basis of satisfactory evidence to be the ______________________ of
[Countrywide Home Loans, Inc.], one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation and acknowledged to me that such corporation
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]



<PAGE>




STATE OF CALIFORNIA        )
                           )    ss.:
COUNTY OF LOS ANGELES      )

          On this ___ day of _______________, 200_, before me, a notary public
in and for said State, appeared ________________, personally known to me on
the basis of satisfactory evidence to be the _______________ of [Countrywide
GP, Inc., the parent company of Countrywide Home Loans Servicing LP], one of
the organizations that executed the within instrument, and also known to me to
be the person who executed it on behalf of such limited partnership and
acknowledged to me that such limited partnership executed the within
instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]




<PAGE>



STATE OF CALIFORNIA        )
                           )    ss.:
COUNTY OF LOS ANGELES      )


          On this ___ day of _______________, 200_, before me, a notary public
in and for said State, appeared ________________, personally known to me on
the basis of satisfactory evidence to be the ______________ of CWHEQ, Inc.,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]




<PAGE>



STATE OF CALIFORNIA        )
                           )    ss.:
COUNTY OF LOS ANGELES      )

          On this ___ day of _______________, 200_, before me, a notary public
in and for said State, appeared ______________, personally known to me on the
basis of satisfactory evidence to be the _________________ of [Countrywide LFT
LLC], one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]




<PAGE>


STATE OF                    )
                            )    ss.:
COUNTY OF                   )

               On this ___ day of _______________, 200_, before me, a notary
          public in and for said State, appeared ________________, personally
          known to me on the basis of satisfactory evidence to be a
          ________________ of _______________________, a ________________ that
          executed the within instrument, and also known to me to be the
          person who executed it on behalf of such corporation, and
          acknowledged to me that such corporation executed the within
          instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]



<PAGE>


STATE OF                    )
                            )    ss.:
COUNTY OF                   )

               On this ___ day of _______________, 200_, a notary public in
          and for said State, appeared ________________, personally known to
          me on the basis of satisfactory evidence to be a ________________ of
          ____________________, one of the corporations that executed the
          within instrument, and also known to me to be the person who
          executed it on behalf of such corporation and acknowledged to me
          that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        --------------------------------------
                                                     Notary Public


[Notarial Seal]


<PAGE>


                                                                   Exhibit A-1
                                                                  through A-18


                        [Exhibits A-1 through A-18 are
                photocopies of such Certificates as delivered.]

               [See appropriate documents delivered at closing.]



                                      A-1


<PAGE>


                                                                     Exhibit B

                  Exhibit B-1 and Exhibit B-2 is a photocopy
                 of the Class [PF] and Class [PV] Certificates
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                      B-1


<PAGE>


                                                                     Exhibit C

                  Exhibit C-1 and Exhibit C-2 is a photocopy
                 of the Class [CF] and Class [CV] Certificates
                                 as delivered.


               [See appropriate documents delivered at closing.]



                                      C-1


<PAGE>


                                                                     Exhibit D

                           Exhibit D is a photocopy
                         of the Class A-R Certificate
                                 as delivered.


               [See appropriate documents delivered at closing.]



                                      D-1


<PAGE>


                                                                     Exhibit E

                           Exhibit E is a photocopy
               of the Tax Matters Person Certificate (Class A-R)
                                 as delivered.

               [See appropriate documents delivered at closing.]



                                      E-1


<PAGE>


                                                           Exhibit F-1 and F-2

             [Exhibit F-1 and F-2 are schedules of Mortgage Loans]

        [Delivered to Trustee at closing and on file with the Trustee.]



                                      F-1


<PAGE>



                                  EXHIBIT G-1

                   FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Sellers]

[Master Servicer]



                  Re:   CWHEQ Asset-Backed Certificates, Series 200_-_
                        ----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of __________, 200_ (the "Pooling and Servicing Agreement")
among CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.], as Seller,
[Countrywide LFT LLC], as Seller, [Countrywide Home Loans Servicing LP], as
Master Servicer, the undersigned, as Trustee, ______________, as Co-Trustee,
the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed in the attached list of exceptions) the Co-Trustee has
received:

          (i) the original Mortgage Note, endorsed by the applicable Seller or
the originator of such Mortgage Loan, without recourse in the following form:
"Pay to the order of ________________, without recourse", or, if the original
Mortgage Note has been lost or destroyed and not replaced, an original lost
note affidavit from the applicable Seller, stating that the original Mortgage
Note was lost or destroyed, together with a copy of the related Mortgage Note;
and

          (ii) a duly executed assignment of the Mortgage in the form
permitted by Section 2.01 of the Pooling and Servicing Agreement.

          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                     G-1-1


<PAGE>


          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                -----------------------,
                                       as Trustee



                                By:
                                     --------------------------------------
                                     Name:
                                     Title:



                                     G-1-2


<PAGE>


                                  EXHIBIT G-2

                   FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Seller]

[Master Servicer]


                  Re:   CWHEQ Asset-Backed Certificates, Series 200_-_
                        ----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of __________, 200_ (the "Pooling and Servicing Agreement")
among CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.], as Seller,
[Countrywide LFT LLC], as Seller, [Countrywide Home Loans Servicing LP], as
Master Servicer, the undersigned, as Trustee, __________________, as
Co-Trustee, the undersigned, as Trustee, hereby certifies that, except as
listed in the following paragraph, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attached list of exceptions) the Co-Trustee has received:

          (i) original Mortgage Note, endorsed by the applicable Seller or the
originator of such Mortgage Loan, without recourse in the following form: "Pay
to the order of _______________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the originator to
the applicable Seller, or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit from the
applicable Seller, stating that the original Mortgage Note was lost or
destroyed, together with a copy of the related Mortgage Note;

          (ii) the case of each Mortgage Loan that is not a MERS Mortgage
Loan, the original recorded Mortgage, [and in the case of each Mortgage Loan
that is a MERS Mortgage Loan, the original Mortgage, noting thereon the
presence of the MIN of the Mortgage Loan and language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence
of recording indicated thereon, or a copy of the Mortgage certified by the
public recording office in which such Mortgage has been recorded];

          (iii) the case of each Mortgage Loan that is not a MERS Mortgage
Loan, a duly executed assignment of the Mortgage to "Asset-Backed
Certificates, Series 200_-_, CWHEQ, Inc., by _____________________, a
_______________________, as trustee under the Pooling and Servicing Agreement
dated as of __________, 200_, without recourse", or, in the case of each
Mortgage Loan with respect to property located in the State of California that
is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in
blank (each such



                                     G-2-1

<PAGE>


assignment, when duly and validly completed, to be in recordable form and
sufficient to effect the assignment of and transfer to the assignee thereof,
under the Mortgage to which such assignment relates);

          (iv) original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage [(noting the
presence of a MIN in the case of each MERS Mortgage Loan)];

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording
thereon if recordation thereof is permissible under applicable law; and

          (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or, in the event
such original title policy has not been received from the insurer, any one of
an original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company, with the
original policy of title insurance to be delivered within one year of the
Closing Date.

          In the event that in connection with any Mortgage Loan that is not a
MERS Mortgage Loan the applicable Seller cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv), as applicable, the Co-Trustee has
received, in lieu thereof, a true and complete copy of such Mortgage and/or
such assignment or assignments of the Mortgage, as applicable, each certified
by the applicable Seller, the applicable title company, escrow agent or
attorney, or the originator of such Mortgage Loan, as the case may be, to be a
true and complete copy of the original Mortgage or assignment of Mortgage
submitted for recording.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan Schedule"
in Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                -----------------------------,
                                    as Trustee



                                     G-2-2

<PAGE>



                                By:
                                     --------------------------------------
                                     Name:
                                     Title:



                                     G-2-3

<PAGE>



                                  EXHIBIT G-3

                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [Date]


[Depositor]

[Seller]

[Seller]

[Master Servicer]


                  Re:   CWHEQ Asset-Backed Certificates, Series 200_-_
                        -----------------------------------------------

Gentlemen:

          [Reference is made to the Initial Certification of Trustee relating
to the above-referenced series, with the schedule of exceptions attached
thereto, delivered by the undersigned, as Trustee, on the Closing Date in
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as
of __________, 200_ (the "Pooling and Servicing Agreement") among CWHEQ, Inc.,
as Depositor, [Countrywide Home Loans, Inc.], as Seller, [Countrywide LFT
LLC], as Seller, [Countrywide Home Loans Servicing LP], as Master Servicer,
the undersigned, as Trustee, ______________________, as Co-Trustee] The
undersigned hereby certifies that as to each Delay Delivery Mortgage Loan
listed on the Schedule A attached hereto (other than any Mortgage Loan paid in
full or listed on Schedule B attached hereto) it has received:

          (1) the original Mortgage Note, endorsed by the applicable Seller or
the originator of such Mortgage Loan, without recourse in the following form:
"Pay to the order of _______________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the originator to
the applicable Seller, or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit from the
applicable Seller, stating that the original Mortgage Note was lost or
destroyed, together with a copy of the related Mortgage Note;

          (2) in the case of each Mortgage Loan that is not a MERS Mortgage
Loan, a duly executed assignment of the Mortgage to "Asset-Backed
Certificates, Series 200_-_, CWHEQ, Inc., by __________________, a
________________, as trustee under the Pooling and Servicing Agreement dated
as of ____________________, 200_, without recourse", or, in the case of each
Mortgage Loan with respect to property located in the [`State of California]
that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage
in blank (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to the
assignee thereof, under the Mortgage to which such assignment relates).



                                     G-3-1

<PAGE>


          Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                 -----------------------,
                                       as Trustee



                                By:
                                     --------------------------------------
                                     Name:
                                     Title:


                                    G-3-2

<PAGE>


                                   EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF TRUSTEE

                                    [Date]


[Depositor]

[Master Servicer]

[Seller]


                  Re:   CWHEQ Asset-Backed Certificates, Series 200_-_
                        ----------------------------------------------

Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing
Agreement dated as of __________, 200_ (the "Pooling and Servicing Agreement")
among CWHEQ, Inc., as Depositor, [Countrywide Home Loans, Inc.], as Seller,
[Countrywide Home Loans Servicing LP], [Countrywide LFT LLC], as Seller, as
Master Servicer, the undersigned, as Trustee, _______________________, as
Co-Trustee, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attached Document Exception Report) it has
received:

          (i) the original Mortgage Note, endorsed by the applicable Seller or
the originator of such Mortgage Loan, without recourse in the following form:
"Pay to the order of _________________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the originator to
the applicable Seller, or, if the original Mortgage Note has been lost or
destroyed and not replaced, an original lost note affidavit from the
applicable Seller, stating that the original Mortgage Note was lost or
destroyed, together with a copy of the related Mortgage Note;

          (ii) in the case of each Mortgage Loan that is not a MERS Mortgage
Loan, the original recorded Mortgage, [and in the case of each Mortgage Loan
that is a MERS Mortgage Loan, the original Mortgage, noting thereon the
presence of the MIN of the Mortgage Loan and language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence
of recording indicated thereon, or a copy of the Mortgage certified by the
public recording office in which such Mortgage has been recorded];

          (iii) in the case of each Mortgage Loan that is not a MERS Mortgage
Loan, a duly executed assignment of the Mortgage to "Asset-Backed
Certificates, Series 200_-_, CWHEQ, Inc., by ______________________, a
______________________, as trustee under the Pooling and Servicing Agreement
dated as of __________, 200_, without recourse", or, in the case of each
Mortgage Loan with respect to property located in the State of California that
is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in
blank (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect



                                      H-1

<PAGE>


the assignment of and transfer to the assignee thereof, under the Mortgage to
which such assignment relates);

          (iv) the original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage [(noting the
presence of a MIN in the case of each MERS Mortgage Loan)];

          (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording
thereon if recordation thereof is permissible under applicable law; and

          (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent and all riders thereto or any one of an
original title binder, an original preliminary title report or an original
title commitment, or a copy thereof certified by the title company.

          If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,
the Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be
true and complete by such recording office.

          Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v),
(vi), (viii), (xiii) and (xiv) of the definition of the "Mortgage Loan
Schedule" in Section 1.01 of the Pooling and Servicing Agreement accurately
reflects information set forth in the Mortgage File.

          The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
of the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                      H-2

<PAGE>


          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                 -----------------------,
                                       as Trustee



                                By:
                                     --------------------------------------
                                     Name:
                                     Title:


                                      H-3

<PAGE>



                                   EXHIBIT I

               TRANSFER AFFIDAVIT FOR THE CLASS A-R CERTIFICATES

STATE OF                   )
                           )   ss.:
COUNTY OF                  )

          The undersigned, being first duly sworn, deposes and says as
follows:

          1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, dated
as of __________, 200_ (the "Agreement"), by and among CWHEQ, Inc., as
depositor (the "Depositor"), [Countrywide Home Loans, Inc.], as Seller,
[Countrywide LFT LLC], as Seller, [Countrywide Home Loans Servicing LP], as
Master Servicer, _______________________, as Co-Trustee, and
______________________, as Trustee. Capitalized terms used, but not defined
herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms
in the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

          2. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or to section 4975 of the Internal Revenue Code of 1986, nor
is it acting on behalf of or with plan assets of any such plan. The Transferee
is, as of the date hereof, and will be, as of the date of the Transfer, a
Permitted Transferee. The Transferee will endeavor to remain a Permitted
Transferee for so long as it retains its Ownership Interest in the
Certificate. The Transferee is acquiring its Ownership Interest in the
Certificate for its own account.

          3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability
for the tax if the subsequent Transferee furnished to such Person an affidavit
that such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

          4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is
false. (For this purpose, a "pass-through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)



                                      I-1

<PAGE>


          5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by
and to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

          6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J-1 to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

          7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to the Class A-R Certificates.

          8. The Transferee's taxpayer identification number is _____.

          9. The Transferee is a U.S. Person as defined in Code section
7701(a)(30).

          10. The Transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax. In
addition, as the holder of a noneconomic residual interest, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest
and the Transferee hereby represents that it intends to pay taxes associated
with holding the residual interest as they become due.

          11. The Transferee has provided financial statements or other
financial information requested by the Transferor in connection with the
transfer of the Class A-R Certificates to permit the Transferor to assess the
financial capability of the Transferee to pay such taxes.

                               *    *    *


                                      I-2

<PAGE>


          IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of _____________, 20__.

                                [NAME OF TRANSFEREE]


                                By:
                                     -----------------------------------------
                                     Name:
                                     Title:


[Corporate Seal]

ATTEST:


-------------------------
[Assistant] Secretary

          Personally appeared before me the above-named _____________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the ____________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

          Subscribed and sworn before me this ____ day of _______, 20__.



                                    -------------------------------------
                                               NOTARY PUBLIC
                                    My Commission expires the ___ day of
                                                     , 20__.


                                      I-3
<PAGE>


                              Certain Definitions

          "Ownership Interest": As to any Certificate, any ownership interest
in such Certificate, including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

          "Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality
of any of the foregoing, (ii) a foreign government, International Organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in section 521 of
the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of the Code on unrelated business taxable
income) on any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Class A-R Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" as defined in section 775 of the Code, (vi) a
Person that is not a citizen or resident of the United States, a corporation,
partnership, or other entity (treated as a corporation or a partnership for
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Class A-R Certificate to such Person may cause
any REMIC formed hereunder to fail to qualify as a REMIC at any time that any
Certificates are Outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with the exception of the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by such government unit.

          "Person": Any individual, corporation, limited liability company,
partnership, joint venture, bank, joint stock company, trust (including any
beneficiary thereof), unincorporated organization or government or any agency
or political subdivision thereof.

          "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

          "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.



                                      I-4
<PAGE>


                       Section 5.02(c) of the Agreement

          (c) Each Person who has or who acquires any Ownership Interest in a
Class A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

                  (i) Each Person holding or acquiring any Ownership Interest
         in a Class A-R Certificate shall be a Permitted Transferee and shall
         promptly notify the Trustee of any change or impending change in its
         status as a Permitted Transferee.

                  (ii) No Ownership Interest in a Class A-R Certificate may be
         registered on the Closing Date or thereafter transferred, and the
         Trustee shall not register the Transfer of any Class A-R Certificate
         unless, the Trustee shall have been furnished with an affidavit (a
         "Transfer Affidavit") of the initial owner or the proposed transferee
         in the form attached hereto as Exhibit I.

                  (iii) Each Person holding or acquiring any Ownership
         Interest in a Class A-R Certificate shall agree (A) to obtain a
         Transfer Affidavit from any other Person to whom such Person attempts
         to Transfer its Ownership Interest in a Class A-R Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer
         of a Class A-R Certificate and (C) not to Transfer its Ownership
         Interest in a Class A-R Certificate, or to cause the Transfer of an
         Ownership Interest in a Class A-R Certificate to any other Person, if
         it has actual knowledge that such Person is not a Permitted
         Transferee.

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Class A-R Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Class A-R Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Class A-R
         Certificate. The Trustee shall be under no liability to any Person
         for any registration of Transfer of a Class A-R Certificate that is
         in fact not permitted by Section 5.02(b) and this Section 5.02(c) or
         for making any payments due on such Certificate to the Holder thereof
         or taking any other action with respect to such Holder under the
         provisions of this Agreement so long as the Transfer was registered
         after receipt of the related Transfer Affidavit and Transferor
         Certificate. The Trustee shall be entitled but not obligated to
         recover from any Holder of a Class A-R Certificate that was in fact
         not a Permitted Transferee at the time it became a Holder or, at such
         subsequent time as it became other than a Permitted Transferee, all
         payments made on such Class A-R Certificate at and after either such
         time. Any such payments so recovered by the Trustee shall be paid and
         delivered by the Trustee to the last preceding Permitted Transferee
         of such Certificate.

                  (v) The Master Servicer shall use its best efforts to make
         available, upon receipt of written request from the Trustee, all
         information necessary to compute any tax



                                      I-5
<PAGE>



         imposed under section 860E(e) of the Code as a result of a Transfer
         of an Ownership Interest in a Class A-R Certificate to any Holder
         who is not a Permitted Transferee.

          The restrictions on Transfers of a Class A-R Certificate set forth
in this section 5.02(c) shall cease to apply (and the applicable portions of
the legend on a Class A-R Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or the Master Servicer to the effect that the elimination of such restrictions
will not cause any constituent REMIC of any REMIC formed hereunder to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any ownership Interest in a Class A-R
Certificate hereby consents to any amendment of this Agreement that, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Class
A-R Certificate is not transferred, directly or indirectly, to a Person that
is not a Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Class A-R Certificate that is held by a Person that is not a
Permitted Transferee to a Holder that is a Permitted Transferee.



                                      I-6
<PAGE>


                                  EXHIBIT J-1

           FORM OF TRANSFEROR CERTIFICATE FOR CLASS A-R CERTIFICATES

                                     Date:


CWHEQ, Inc.
as Depositor
4500 Park Granada
Calabasas, California  91302

---------------------
as Trustee

---------------------

---------------------


                  Re:      CWHEQ, Inc. Asset Backed
                           Certificates, Series 200_-_
                           ---------------------------

Ladies and Gentlemen:

          In connection with our disposition of the Class A-R Certificates, we
certify that we have no knowledge that the Transferee is not a Permitted
Transferee. All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of __________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide
Home Loans, Inc.], as Seller, [Countrywide LFT LLC], as Seller, [Countrywide
Home Loans Servicing LP], as Master Servicer, _______________________, as
Co-Trustee, and ______________________, as Trustee.

                                     Very truly yours,



                                     -------------------------------------
                                     Name of Transferor


                                     By:
                                         ---------------------------------
                                     Name:
                                     Title:


                                     J-1-1
<PAGE>


                                  EXHIBIT J-2

                      FORM OF TRANSFEROR CERTIFICATE FOR
                             PRIVATE CERTIFICATES

                                     Date:


CWHEQ, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

----------------------,
         as Trustee

----------------------

----------------------


                  Re:   CWHEQ, Inc. Asset-Backed Certificates,
                        Series 200_-_, Class [   ]


Ladies and Gentlemen:

          In connection with our disposition of the above-captioned
Certificates we certify that (a) we understand that the Certificates have not
been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act. All capitalized terms used herein but not
defined herein shall have the meanings assigned to them in the Pooling and
Servicing Agreement dated as of __________, 200_, among CWHEQ, Inc., as
Depositor, [Countrywide Home Loans, Inc.], as Seller, [Countrywide LFT LLC],
as Seller, [Countrywide Home Loans Servicing LP], as Master Servicer,
_______________________, as Co-Trustee, and _______________________, as
Trustee.

                                    Very truly yours,


                                    ----------------------------------
                                    Name of Transferor



                                     J-2-1
<PAGE>



                                    By:
                                        ------------------------------
                                    Name:
                                    Title:


                                     J-2-2
<PAGE>



                                   EXHIBIT K

                   FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                     Date:


CWHEQ, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

----------------------,
         as Trustee

----------------------

----------------------


                  Re:      CWHEQ, Inc. Asset-Backed Certificates,
                           Series 200_-_, Class [   ]


Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, [(b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d)] either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in



                                     K-1
<PAGE>


a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale,
transfer or other disposition is made pursuant to an effective registration
statement under the Act or is exempt from such registration requirements, and
if requested, we will at our expense provide an opinion of counsel
satisfactory to the addressees of this Certificate that such sale, transfer or
other disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you
a certificate to substantially the same effect as this certificate, and (3)
the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Pooling and Servicing Agreement.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of __________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide Home Loans,
Inc.], as Seller, [Countrywide LFT LLC], as Seller, [Countrywide Home Loans
Servicing LP], as Master Servicer, _______________________, as Co-Trustee, and
______________________, as Trustee.

                                      Very truly yours,


                                      ----------------------------------
                                      Name of Transferee

                                      By:
                                          ------------------------------
                                             Authorized Officer


                                     K-2
<PAGE>



                                   EXHIBIT L

                           FORM OF RULE 144A LETTER

                                     Date:


CWHEQ, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

----------------------,
         as Trustee

----------------------

----------------------


                  Re:      CWHEQ, Inc. Asset-Backed Certificates,
                           Series 200_-_, Class [   ]

Ladies and Gentlemen:

          In connection with our acquisition of the above-captioned
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Act and any such
laws, (b) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Depositor concerning the purchase of the Certificates
and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) either (i) we are
not an employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan or arrangement that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
acting on behalf of any such plan or arrangement, or using the assets of any
such plan or arrangement to effect such acquisition or (ii) if the
Certificates have been the subject of an ERISA-Qualifying Underwriting, we are
an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to
the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other
action, that would constitute a




                                      L-1
<PAGE>


distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2.
We are aware that the sale to us is being made in reliance on Rule 144A. We
are acquiring the Certificates for our own account or for resale pursuant to
Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement dated as
of __________, 200_, among CWHEQ, Inc., as Depositor, [Countrywide Home Loans,
Inc.], as Seller, [Countrywide LFT LLC], as Seller, [Countrywide Home Loans
Servicing LP], as Master Servicer, _______________________, as Co-Trustee, and
___________________, as Trustee.

                                  Very truly yours,


                                  ----------------------------------
                                  Name of Transferee

                                  By:
                                      ------------------------------
                                         Authorized Officer



                                      L-2
<PAGE>


                             ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     As  indicated below, the undersigned is the President, Chief Financial
         Officer, Senior Vice President or other executive officer of the
         Buyer.

     In  connection with purchases by the Buyer, the Buyer is a "qualified
         institutional buyer" as that term is defined in Rule 144A under the
         Securities Act of 1933, as amended ("Rule 144A") because (i) the
         Buyer owned and/or invested on a discretionary basis either at least
         $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
         and/or invest on a discretionary basis at least $10,000,000 in
         securities (except for the excluded securities referred to below) as
         of the end of the Buyer's most recent fiscal year (such amount being
         calculated in accordance with Rule 144A and (ii) the Buyer satisfies
         the criteria in the category marked below.

         ___   Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar
               institution), Massachusetts or similar business trust,
               partnership, or charitable organization described in
               Section 501(c)(3) of the Internal Revenue Code of 1986, as
               amended.

         ___   Bank. The Buyer (a) is a national bank or banking
               institution organized under the laws of any State,
               territory or the District of Columbia, the business of
               which is substantially confined to banking and is
               supervised by the State or territorial banking commission
               or similar official or is a foreign bank or equivalent
               institution, and (b) has an audited net worth of at least
               $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto.

         ___   Savings and Loan. The Buyer (a) is a savings and loan
               association, building and loan association, cooperative
               bank, homestead association or similar institution, which
               is supervised and examined by a State or Federal authority
               having supervision over any such institutions or is a
               foreign savings and loan association or equivalent
               institution and (b) has an audited net worth of at least
               $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto.

         ___   Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

         ___   Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing
               of insurance or the reinsuring of



                                      L-3

<PAGE>


               risks underwritten by insurance companies and which is subject
               to supervision by the insurance commissioner or a similar
               official or agency of a State, territory or the District of
               Columbia.

         ___   State or Local Plan. The Buyer is a plan established and
               maintained by a State, its political subdivisions, or any
               agency or instrumentality of the State or its political
               subdivisions, for the benefit of its employees.

         ___   ERISA Plan. The Buyer is an employee benefit plan within
               the meaning of Title I of the Employee Retirement Income
               Security Act of 1974.

         ___   Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940.

         ___   Small Business Investment Company. Buyer is a small
               business investment company licensed by the U.S. Small
               Business Administration under Section 301(c) or (d) of the
               Small Business Investment Act of 1958.

         ___   Business Development Company. Buyer is a business development
               company as defined in Section 202(a)(22) of the Investment
               Advisors Act of 1940.

     The term "securities" as used herein does not include (i) securities
         of issuers that are affiliated with the Buyer, (ii) securities
         that are part of an unsold allotment to or subscription by the
         Buyer, if the Buyer is a dealer, (iii) securities issued or
         guaranteed by the U.S. or any instrumentality thereof, (iv) bank
         deposit notes and certificates of deposit, (v) loan
         participations, (vi) repurchase agreements, (vii) securities
         owned but subject to a repurchase agreement and (viii) currency,
         interest rate and commodity swaps.

     For purposes of determining the aggregate amount of securities owned
         and/or invested on a discretionary basis by the Buyer, the Buyer
         used the cost of such securities to the Buyer and did not
         include any of the securities referred to in the preceding
         paragraph, except (i) where the Buyer reports its securities
         holdings in its financial statements on the basis of their
         market value, and (ii) no current information with respect to
         the cost of those securities has been published. If clause (ii)
         in the preceding sentence applies, the securities may be valued
         at market. Further, in determining such aggregate amount, the
         Buyer may have included securities owned by subsidiaries of the
         Buyer, but only if such subsidiaries are consolidated with the
         Buyer in its financial statements prepared in accordance with
         generally accepted accounting principles and if the investments
         of such subsidiaries are managed under the Buyer's direction.
         However, such securities were not included if the Buyer is a
         majority-owned, consolidated subsidiary of another enterprise
         and the Buyer is not itself a reporting company under the
         Securities Exchange Act of 1934, as amended.

     The Buyer acknowledges that it is familiar with Rule 144A and
         understands that the seller to it and other parties related to
         the Certificates are relying and will continue to rely on the
         statements made herein because one or more sales to the Buyer
         may be in reliance on Rule 144A.



                                      L-4

<PAGE>



     Until the date of purchase of the Rule 144A Securities, the Buyer
          will notify each of the parties to which this certification is
          made of any changes in the information and conclusions herein.
          Until such notice is given, the Buyer's purchase of the
          Certificates will constitute a reaffirmation of this
          certification as of the date of such purchase. In addition, if
          the Buyer is a bank or savings and loan is provided above, the
          Buyer agrees that it will furnish to such parties updated annual
          financial statements promptly after they become available.



                                        ------------------------------------
                                        Print Name of Buyer


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:


                                           Date:
                                                -----------------------------



                                      L-5

<PAGE>


                                                          ANNEX 2 TO EXHIBIT L
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

        In   connection with purchases by Buyer, the Buyer is a "qualified
             institutional buyer" as defined in SEC Rule 144A because (i) the
             Buyer is an investment company registered under the Investment
             Company Act of 1940, as amended and (ii) as marked below, the
             Buyer alone, or the Buyer's Family of Investment Companies,
             owned at least $100,000,000 in securities (other than the
             excluded securities referred to below) as of the end of the
             Buyer's most recent fiscal year. For purposes of determining the
             amount of securities owned by the Buyer or the Buyer's Family of
             Investment Companies, the cost of such securities was used,
             except (i) where the Buyer or the Buyer's Family of Investment
             Companies reports its securities holdings in its financial
             statements on the basis of their market value, and (ii) no
             current information with respect to the cost of those securities
             has been published. If clause (ii) in the preceding sentence
             applies, the securities may be valued at market.

        ___  The Buyer owned $      in securities (other than the excluded
             securities referred to below) as of the end of the Buyer's
             most recent fiscal year (such amount being calculated in
             accordance with Rule 144A).

        ___  The Buyer is part of a Family of Investment Companies which
             owned in the aggregate $      in securities (other than the
             excluded securities referred to below) as of the end of the
             Buyer's most recent fiscal year (such amount being calculated
             in accordance with Rule 144A).

        The term "Family of Investment Companies" as used herein means two or
             more registered investment companies (or series thereof) that
             have the same investment adviser or investment advisers that
             are affiliated (by virtue of being majority owned subsidiaries
             of the same parent or because one investment adviser is a
             majority owned subsidiary of the other).

        The term "securities" as used herein does not include (i) securities
             of issuers that are affiliated with the Buyer or are part of
             the Buyer's Family of Investment Companies, (ii) securities
             issued or guaranteed by the U.S. or any instrumentality
             thereof, (iii) bank deposit notes and certificates of deposit,
             (iv) loan participations, (v) repurchase



                                      L-6

<PAGE>


             agreements, (vi) securities owned but subject to a repurchase
             agreement and (vii) currency, interest rate and commodity
             swaps.

        The Buyer is familiar with Rule 144A and under-stands that the
             parties listed in the Rule 144A Transferee Certificate to which
             this certification relates are relying and will continue to
             rely on the statements made herein because one or more sales to
             the Buyer will be in reliance on Rule 144A. In addition, the
             Buyer will only purchase for the Buyer's own account.

        Until the date of purchase of the Certificates, the undersigned will
             notify the parties listed in the Rule 144A Transferee
             Certificate to which this certification relates of any changes
             in the information and conclusions herein. Until such notice is
             given, the Buyer's purchase of the Certificates will constitute
             a reaffirmation of this certification by the undersigned as of
             the date of such purchase.


                                ---------------------------------------------
                                        Print Name of Buyer or Adviser


                                By:
                                   ------------------------------------------
                                   Name:
                                   Title:


                                IF AN ADVISER:



                                ---------------------------------------------
                                             Print Name of Buyer


                                Date:
                                     ----------------------------------------


                                      L-7
<PAGE>


                                   EXHIBIT M

                     FORM OF REQUEST FOR DOCUMENT RELEASE

Loan Information

        Name of Mortgagor:
                                         -------------------------------------

        Master                                                        Servicer
        Loan No.:
                                         -------------------------------------

Co-Trustee

        Name:
                                         -------------------------------------

        Address:
                                         -------------------------------------


                                         -------------------------------------

        Co-Trustee
        Mortgage File No.:
                                         -------------------------------------

          The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Co-Trustee for the
Holders of Asset-Backed Certificates, Series 200_-_, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Document Release shall have the meanings given them in the Pooling
and Servicing Agreement dated as of __________, 200_ (the "Pooling and
Servicing Agreement") among CWHEQ, Inc., as Depositor, [Countrywide Home
Loans, Inc.], as a Seller, [Countrywide LFT LLC], as a Seller, [Countrywide
Home Loans Servicing LP], as Master Servicer, ______________, as Trustee and
________________, as Co-Trustee.

(  )  Mortgage Note dated ___________, ____, in the original principal sum
      of $________, made by __________________, payable to, or endorsed to
      the order of, the Trustee.

(  )  Mortgage recorded on _________________ as instrument no.
      ________________ in the County Recorder's Office of the County of
      ________________, State of _______________ in book/reel/docket
      _______________ of official records at page/image _____________.

(  )  Deed of Trust recorded on _________________ as instrument no.
      ________________ in the County Recorder's Office of the County of
      ________________, State of _______________ in book/reel/docket
      _______________ of official records at page/image _____________.

(  )  Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
      _________________ as instrument no. __________ in the County Recorder's
      Office of



                                     M-1
<PAGE>



      the County of __________, State of _______________ in
      book/reel/docket _______________ of official records at page/image
      _____________.

(  )  Other documents, including any amendments, assignments or other
      assumptions of the Mortgage Note or Mortgage.

(  )  ----------------------------------------------

(  )  ----------------------------------------------

(  )  ----------------------------------------------

(  )  ----------------------------------------------

         The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master Servicer shall hold and retain possession of
         the Documents in trust for the benefit of the Trust Fund, solely for
         the purposes provided in the Pooling and Servicing Agreement.

                  (2) The Master Servicer shall not cause or knowingly permit
         the Documents to become subject to, or encumbered by, any claim,
         liens, security interest, charges, writs of attachment or other
         impositions nor shall the Master Servicer assert or seek to assert
         any claims or rights of setoff to or against the Documents or any
         proceeds thereof.

                  (3) The Master Servicer shall return each and every Document
         previously requested from the Mortgage File to the Co-Trustee when
         the need therefor no longer exists, unless the Mortgage Loan relating
         to the Documents has been liquidated and the proceeds thereof have
         been remitted to the Certificate Account and except as expressly
         provided in the Pooling and Servicing Agreement.

                  (4) The Documents and any proceeds thereof, including any
         proceeds of proceeds, coming into the possession or control of the
         Master Servicer shall at all times be earmarked for the account of
         the Trust Fund, and the Master Servicer shall keep the Documents and
         any proceeds separate and distinct from all other property in the
         Master Servicer's possession, custody or control.

                                  [Master Servicer]


                                  By
                                       --------------------------------------


                                  Its
                                       --------------------------------------


                                  Date:                 ,
                                        ----------------  -------



                                     M-2
<PAGE>



                                   EXHIBIT N

                       FORM OF REQUEST FOR FILE RELEASE

                    OFFICER'S CERTIFICATE AND TRUST RECEIPT
                          ASSET-BACKED CERTIFICATES,
                                 Series 200_-_

__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                 BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO
SECTION 3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE
CREDITED.

____________                                  _____________________
                                              DATED:____________

/ /                                           VICE PRESIDENT
/ /                                           ASSISTANT VICE PRESIDENT


                                      N-1

<PAGE>


                                                                     Exhibit O

                           Exhibit O is a photocopy
                          of the Depository Agreement
                                 as delivered.

               [See appropriate documents delivered at closing.]




                                      O-1
<PAGE>


                                   EXHIBIT P

                                  [Reserved]



                                      P-1
<PAGE>



                                   EXHIBIT Q

                          FORM OF CORRIDOR CONTRACTS

               [See appropriate documents delivered at closing.]



                                      Q-1
<PAGE>



                                  EXHIBIT R-1

                                  [Reserved]



                                      R-1
<PAGE>


                                  EXHIBIT R-2

                                  [Reserved]



                                      R-2
<PAGE>



                                   EXHIBIT S

                FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT

                             ASSIGNMENT AGREEMENT


                      [see document delivered at closing]




                                      S-1
<PAGE>



                                   EXHIBIT T


               OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                          ASSET-BACKED CERTIFICATES,
                                 Series 200_-_

                                              [Date]

Via Facsimile

--------------------,
         as Trustee

--------------------

--------------------

Dear Sir or Madam:

          Reference is made to the Pooling and Servicing Agreement, dated as
of __________, 200_, (the "Pooling and Servicing Agreement") among CWHEQ,
Inc., as Depositor, [Countrywide Home Loans, Inc.], as Seller, [Countrywide
LFT LLC], as Seller, [Countrywide Home Loans Servicing LP], as Master
Servicer, _______________________, as Co-Trustee, and ____________________, as
Trustee. Capitalized terms used herein shall have the meanings ascribed to
such terms in the Pooling and Servicing Agreement.

          __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

          With respect to the Distribution Date in _________ 20[ ] and each
Mortgage Loan set forth in the attached schedule:

          1. A Principal Prepayment in full or in part was received during the
related Prepayment Period;

          2. Any Prepayment Charge due under the terms of the Mortgage Note
with respect to such Principal Prepayment was or was not, as indicated on the
attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

          3. As to each Mortgage Loan set forth on the attached schedule for
which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

                (i) the Master Servicer's determination that such waiver would
     maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
     into account the value of such Prepayment Charge, or




                                     T-1

<PAGE>


                (ii)(A) the enforceability thereof is limited (1) by
     bankruptcy, insolvency, moratorium, receivership, or other similar law
     relating to creditors' rights generally or (2) due to acceleration in
     connection with a foreclosure or other involuntary payment, or (B) the
     enforceability is otherwise limited or prohibited by applicable law; and

          4. We certify that all amounts due in connection with the waiver of
a Prepayment Charge inconsistent with clause 3 above which are required to be
deposited by the Master Servicer pursuant to Section 3.20 of the Pooling and
Servicing Agreement, have been or will be so deposited.

                                        [COUNTRYWIDE HOME LOANS, INC.],
                                        as Master Servicer



                                     T-2

<PAGE>


        SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                     DURING THE RELATED PREPAYMENT PERIOD


------------------------------------------------------------------------------
Loan Number            Clause 2:  Yes/No             Clause 3:  (i) or (ii)
------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------



                                     T-3
<PAGE>


                                  SCHEDULE I

           PREPAYMENT CHARGE SCHEDULE AND PREPAYMENT CHARGE SUMMARY


        [Delivered to Trustee at closing and on file with the Trustee.]





                                    S-II-1

<PAGE>


                                  SCHEDULE II


                              COLLATERAL SCHEDULE

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
Characteristic                          Applicable    Loan Subgroup    Loan Subgroup   Loan Subgroup    Loan Subgroup
                                        Section       [F1]             [F2]            [A1]             [A2]
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>              <C>             <C>             <C>
Second Liens                            2.03(b)(11)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Single-Family Detached Dwellings        2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Two- to Four-Family Dwellings           2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Low-Rise Condominium Units              2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
High-Rise Condominium Units             2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Manufactured Housing                    2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
PUDs                                    2.03(b)(32)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Earliest Origination Date               2.03(b)(33)   ______, ____     ______, ____    ______, ____     ______, ____
-----------------------------------------------------------------------------------------------------------------------
Prepayment Penalty                      2.03(b)(35)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Investor Properties                     2.03(b)(36)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Primary Residences                      2.03(b)(36)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Lowest Current Mortgage Rate            2.03(b)(48)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Highest Current Mortgage Rate           2.03(b)(48)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate  2.03(b)(48)   ____%            ____%           ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Lowest Gross Margin                     2.03(b)(51)   N/A              N/A             ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Highest Gross Margin                    2.03(b)(51)   N/A              N/A             ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Weighted Average Gross Margin           2.03(b)(51)   N/A              N/A             ____%            ____%
-----------------------------------------------------------------------------------------------------------------------
Date before which each Mortgage Loan    2.03(b)(52)   ______, ____     ______, ____    ______, ____     ______, ____
has a Due Date
-----------------------------------------------------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------
Adjustment Date             Applicable Section     Adjustable  Rate Mortgage      Two-Year          Three-Year
                                                   Loans (other than Two-Year     Hybrid            Hybrid
                                                   and Three-Year Hybrid          Mortgage          Mortgage
                                                   Mortgage Loans)                Loans             Loans
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                             <C>               <C>
Latest Next Adjustment      2.03(b)(34)            ______, ____                     ______, ____      ______, ____
Date
-----------------------------------------------------------------------------------------------------------------------

</TABLE>





                                    S-II-1